SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE
	May 12, 2005

via U.S. mail and fax: 512-479-2553

Mike Ulrich
Vice President and Trust Officer
JPMorgan Chase Bank
700 Lavaca
Austin, Texas  78701

Re:  	Tel Offshore Trust
	Form 10-K filed March 31, 2005
      File No. 0-06920

Dear Mr. Ulrich:

      We have reviewed the above referenced filing and have the
following comments.  Our review has been limited to the areas
discussed below.  Where indicated, we think you should revise your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form 10-K for the year ended December 31, 2004

	Controls and Procedures, page 52

1. We note your response to prior comment 3 and disagree with your
conclusions.  We reissue prior comment 3.

Specifically, it is inappropriate to qualify your conclusions that
your disclosure controls and procedures are effective "while
noting
certain limitations on disclosure controls and procedures as set
forth
below."  Your conclusion must indicate only whether controls and
procedures are effective or are not effective.

We do not object to your inclusion of the information that you
rely
upon due to the contractual arrangements that you discuss.
However,
we do object to you indicating that there are potential weaknesses
that may limit the effectiveness of disclosure controls and
procedures
and characterizing the information relied upon as limitations
creating
potential weaknesses in disclosure controls and procedures.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

      	You may contact Sandy Eisen at 202-942-1805 or, in her
absence, April Sifford at 202-942-2983 if you have questions
regarding
these comments.  Please send all correspondence to us at the
following
ZIP code:  20549-0405.

							Sincerely,

                              H. Roger Schwall
					Assistant Director

cc: 	S. Eisen
	A. Sifford

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Tel Offshore Trust
May 12, 2005
page 2

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