SecProbe.io

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Mail Stop 04-05

                  August 8, 2005

Mike Ulrich
Vice President and Trust Officer
JP Morgan Chase
700 LaVaca, 2nd Floor
Austin, TX 78701

      Re:	LL&E Royalty Trust
		Form 10-K for the Fiscal Year Ended December 31, 2004
		Filed on March 31, 2005
      Form 10-K/A for the Fiscal Year Ended December 31, 2004
      Filed on May 2, 2005
		Form 10-Q for the Quarterly Period Ended March 31, 2005
      Filed on May 10, 2005
      File number 1-08518

Dear Mr. Ulrich:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments. 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.

Accounting Comments

Form 10-K for the Year Ended December 31, 2004

Notes to Financial Statements, page 47

Changes in Imputed Proved Reserves and Present Value of Estimated
Future Net Revenues, page 52

1. We note you have presented revisions of previous estimates and
extensions, discoveries and other additions on a combined basis.
Under
paragraph 11 of SFAS No. 69 Disclosures about Oil and Gas
Producing
Activities, changes resulting from revisions of previous estimates
should be shown separately from extensions, discoveries, and other
additions with appropriate explanations of significant changes.
Please refer to Illustration 4 included in Appendix A to SFAS No.
69
for an example.

Form 10-K/A filed on May 2, 2005

Control and Procedures, page 1

2. We note the limitations included in your evaluation of
disclosure
controls and procedures.  It is not appropriate to conclude that
your
disclosure controls and procedures are effective while noting
certain
limitations.  Please remove the limiting statements.  It may be
appropriate to indicate that you place reliance upon the
certifications of disclosure controls and procedures from your
working
interest partners.  If this is the case, you must also indicate
the
accommodations you have made for not having control over the
information provided to you from the working interest owners.

Engineering Comments

Form 10-K for the Year Ended December 31, 2004

The Royalties, page 6

Analysis of the Working Interest Owner`s Calculation of the
Royalties,
page 8

3. Footnote 2 under the table for Year Ended December 31, 2004
states
that the Jay Field and South Pass 89 properties have excess
production
costs arising in 2003.  However, no disclosure was found as to the
nature of these costs.  Please explain this to us and if material
amend your document to include further disclosure about the nature
of
these costs.

Estimates of Petroleum Engineers, page 16

Certain Factors Affecting Estimates, page 17

4. You state that the potential for significant revisions, either
upward or downward, in estimates of proved reserves is high.  This
appears to be in direct contrast with the definition of proved
reserves as found in Rule 4-10(a) of Regulation S-X.  This rule
states
that engineering and geological data must demonstrate that there
is
reasonable certainty that proved reserves will be recovered under
existing conditions.  If the reported proved reserves do not meet
this
level of certainty, for any reason, please amend your document to
revise the reserves as necessary so you are reasonably certain of
their recovery.  Also amend this section to not imply that the
recovery of proved reserves under existing conditions is less than
reasonably certain.  Include the definition of proved reserves as
found in Rule 4-10(a) of Regulation S-X to disclose to investors
the
standards under which your proved reserves have been determined.

Miller & Lent Letter, page 19

5. Under Rule 4-10(a) of Regulation S-X reserves are determined
keeping current oil and gas prices constant in the future except
to
the extent contractual obligations may apply.  And since producing
reserves are a depleting asset, please explain to us the reasons
for
the significant increases in estimated net revenues from 2005
through
2008 for proved developed reserves as shown in the Miller & Lent
letter of March 2, 2005.

Financial Statements and Supplementary Data, page 46

Notes to Financial Statements, page 47

Changes in Imputed Proved Reserves and Present Value of Estimated
Future Net Revenues, page 52

6. We note the large negative reserve revisions in both oil and
gas in
2002.  However, we could find no disclosure explaining the reasons
for
these revisions.  Please explain this to us and amend your
document to
include disclosure as required by paragraph 11 of FASB 69.   We do
not
believe the explanation in the footnote is sufficient as it
appears to
be primarily for 2004.  The remainder of the footnote is boiler-
plate
language that could apply to any possible change and does not
specifically explain the large revision in 2002.

		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.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

	You may contact Yong Choi at (202) 551-3758, Kim Calder at
(202)
551-3701 or April Sifford, Branch Chief at (202) 551-3684, if you
have
questions regarding comments on the financial statements and
related
matters. You may contact James Murphy, Petroleum Engineer at (202)
551-3703 with questions about engineering comments.   Please
contact
me at (202) 551-3740 with any other questions.

Sincerely,

H. Roger Schwall
Assistant Director
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Mike Ulrich
LL&E Royalty Trust
August 8, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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