SecProbe.io

CORRESP
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United States

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549-0405

Attn: H. Roger Schwall

VIA EDGAR
filing

June
22, 2005

  Re:

  TEL Offshore Trust

  Form 10-K filed March 31,
  2005

  File No. 0-06920

Dear
Mr. Schwall:

TEL Offshore Trust is responding to our oral discussions relating to
our letter dated May 23, which responded to your letter dated May 12, 2005
issued subsequent to our prior response letter dated May 9, 2005.  We respond to your remaining comment as
follows in lieu of the response in our letter dated May 23, 2005:

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

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

To address the Staff’s comments, we hereby propose, and undertake to limit
reliance or limitation-related language included in future periodic reports
filed by the Trust to, the revised language relating to disclosure controls and
procedures substantially in the form as set forth on Annex I hereto.

                We hope that our proposed
changes accommodate the Staff’s concerns.
Please let us know whether the proposed changes and future undertaking are
acceptable.

  Sincerely yours,

  TEL
  OFFSHORE TRUST

  By: JPMorgan Chase Bank,
  N.A.,

  as Corporate Trustee

  By:

  /s/ Mike Ulrich

  Mike Ulrich, Vice President and Trust
  Officer

  Cc:

  David
  C. Buck

  Andrews
  Kurth LLP

Annex I

(a)   Evaluation of disclosure controls and procedures.

The Corporate Trustee maintains disclosure
controls and procedures designed to ensure that information required to be
disclosed by the Trust in the reports that it files or submits under the
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and regulations.
Disclosure controls and procedures include controls and procedures designed to
ensure that information required to be disclosed by the Trust is accumulated
and communicated by Chevron, as the managing general partner of the
Partnership, and the working interest owners to JPMorgan Chase Bank, N.A., as
Corporate Trustee of the Trust, and its employees who participate in the
preparation of the Trust’s periodic reports as appropriate to allow timely
decisions regarding required disclosure.

As of the end of the period covered by
this report, the Corporate Trustee carried out an evaluation of the Trust’s
disclosure controls and procedures. Mike Ulrich, as Trust Officer of the
Corporate Trustee, has concluded that the disclosure controls and procedures of
the Trust are effective.

Due to the contractual
arrangements of (i) the Trust Agreement, (ii) the Partnership
Agreement and (iii) the rights of the Partnership under the Conveyance
regarding information furnished by the working interest owners, the Trustees
rely on (A) information provided by the Working Interest Owners, including
historical operating data, plans for future operating and capital expenditures
directly, reserve information and information relating to projected
production,  (B) information from the
managing general partner of the Partnership, including information that is
collected by the managing general partner from the Working Interest Owners, and
(C) conclusions and reports regarding reserves by the Trust’s independent
reserve engineers. See Item 1 “Business—Principal Trust Risk Factors—None of
the Trustees, the Trust nor its Unit holders control the operation or
development of the Royalty Properties and have little influence over operation
or development” in the Trust’s Form 10-K and “[other 10-Q or 10-K section
reference as applicable]” for a description of certain risks relating to these
arrangements and reliance.

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