SecProbe.io

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                              THE BANK OF NEW YORK
                               101 Barclay Street
                            New York, New York 10286

                                                               December 28, 2005

Ms. April Stifford
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549

        Re:      BP Prudhoe Bay Royalty Trust
                 Form 10-K for the Year Ended December 31, 2004
                 Filed March 31, 2005
                 File No. 1-10243

Dear Ms. Stifford:

     As Trustee of the BP Prudhoe Bay Royalty Trust (the "Trust"), The Bank of
New York is responding to your letter dated December 15, 2005 in which the staff
of the Division provided the Trust with certain comments concerning the
above-captioned filing (the "2004 Form 10-K"). Our responses, as Trustee on
behalf of the Trust, to the staff's comments are indicated below. For
convenience of reference, we are setting forth the text of each comment,
followed by the Trust's response.

STAFF COMMENT 1

Selected financial data, page 27
--------------------------------

1.   Please expand your disclosure to include the financial data for Trust
     Corpus and Total Assets.

TRUST RESPONSE

     The Trust proposes to amend Item 6 of the 2004 Form 10-K to read as set
forth on the following page:

<PAGE>
Securities and Exchange Commission
December 29, 2005
Page 2

"ITEM 6.  SELECTED FINANCIAL DATA

"The following table presents in summary form selected financial information
regarding the Trust.
<TABLE>
<CAPTION>

                                                              Year ended December 31
                                                              ----------------------
                                          2004           2003          2002           2001          2000
                                          ----           ----          ----           ----          ----
                                                      (in thousands, except per Unit amounts)
<S>                                   <C>              <C>           <C>            <C>           <C>
 Royalty revenues                     $   82,682          55,986        33,061         59,934        65,026
 Interest income                      $       11              10            23             70            92
 Trust administration  expenses       $      976           1,168           822            724           732
 Expenses reserve                     $       --              --            --             --           500
                                      ----------       ---------     ---------      ---------     ---------
 Cash earnings                        $   81,717          54,828        32,262         59,280        63,886
 Cash distributions                   $   81,702          54,867        32,246         59,319        63,838
 Cash distributions per unit          $    3.818           2.564         1.507          2.772         2.983
</TABLE>
<TABLE>
<CAPTION>
                                                                    December 31
                                                                    -----------
                                          2004           2003          2002           2001          2000
                                          ----           ----          ----           ----          ----
<S>                                   <C>             <C>           <C>            <C>           <C>
 Trust corpus                         $   12,881          14,730        16,498         18,564        20,669
 Total assets                         $   13,052          15,046        17,093         19,086        21,133
 Units outstanding                    21,400,000      21,400,000    21,400,000     21,400,000    21,400,000
</TABLE>

STAFF COMMENT 2

Trustee's discussion and analysis of financial condition and results of
operations, page 28
-----------------------------------------------------------------------

2003 compared to 2002, page 29
------------------------------

2.   We note you did not include the paragraph explaining the increase in trust
     administrative expense which was disclosed in your Form 10-K/A for the year
     ended December 31, 2003. We believe this paragraph facilitates a better
     understanding of your results of operation for the fiscal year ended 2003,
     a period covered in your Form 10-K for the year ended December 31, 2004.
     Please amend your filing to include such paragraph.

TRUST RESPONSE:

     The Trust proposes to amend the text of the discussion of 2003 results
compared to 2002 in the 2004 Form 10-K to restore the requested paragraph. As so
amended the discussion will read as follows:
<PAGE>

Securities and Exchange Commission
December 29, 2005
Page 3

          "Royalty revenues and cash distributions increased during 2003 by
     approximately 69% and 70%, respectively, from 2002. The increases were due
     to increases in WTI Prices, commencing during 2003, which averaged
     approximately 26% higher during the twelve-month period ended September 30,
     2003 (on which calendar 2003 cash basis revenues were based) than during
     the preceding twelve-month period. A scheduled increase in Chargeable Costs
     from $11.25 to $11.75 beginning in the first quarter of 2003, a small
     increase in the average Cost Adjustment Factor and increases in Production
     Taxes, which averaged approximately 34% higher during the twelve months
     ended September 30, 2003 than during the preceding twelve months, combined
     to offset somewhat the effect on royalty revenues of the higher WTI Prices
     during fiscal 2003.

          "Trust administrative expenses increased approximately $346,000
     (approximately 46%) in 2003 from the prior year. The increase was due
     principally to a one-time $315,360 payment by the Trust to BP America Inc.,
     a subsidiary of BP, during the first quarter of 2003 to reimburse BP
     America for annual fees paid by BP America to the New York Stock Exchange
     for listing the Units. Such annual listing fees are payable by the Trust
     under the terms of the Trust Agreement. The listing fees for the years 1990
     through 1999, aggregating $315,360, were invoiced by the New York Stock
     Exchange to BP America, which inadvertently paid them on behalf of the
     Trust."

STAFF COMMENT 3

Controls and procedures, page 43
--------------------------------

3.   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.

TRUST RESPONSE

     The Trustee has concluded that the limiting statements can be removed from
the Trust's evaluation of its disclosure controls and procedures. Accordingly,
the Trust proposes to amend the discussion of disclosure controls and procedures
in Item 9A of the 2004 Form 10-K to read as set forth below.

         "DISCLOSURE CONTROLS AND PROCEDURES

               "The Trustee has disclosure controls and procedures (as defined
          in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that are
          designed to ensure that information required to be disclosed by the
          Trust in the reports that it files or submits under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act") is recorded,
          processed, summarized and reported, within the time periods specified
          in the SEC's rules and forms. These controls and procedures include
          but are not limited to 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
<PAGE>

Securities and Exchange Commission
December 29, 2005
Page 4

          is accumulated and communicated to the responsible trust officers of
          the Trustee to allow timely decisions regarding required disclosure.

               "Under the terms of the Trust Agreement and the Conveyance, the
          Company has significant disclosure and reporting obligations to the
          Trust. The Company is required to provide the Trust such information
          concerning the Royalty Interest as the Trustee may need and to which
          the Company has access to permit the Trust to comply with any
          reporting or disclosure obligations of the Trust pursuant to
          applicable law and the requirements of any stock exchange on which the
          Units are issued. These reporting obligations include furnishing the
          Trust a report by February 28 of each year containing all information
          of a nature, of a standard and in a form consistent with the
          requirements of the SEC respecting the inclusion of reserve and
          reserve valuation information in filings under the Exchange Act and
          with applicable accounting rules. The report is required to set forth,
          among other things, the Company's estimates of future net cash flows
          from proved reserves attributable to the Royalty Interest, the
          discounted present value of such proved reserves, the assumptions
          utilized in arriving at the estimates contained in the report, and the
          estimate of the quantities of proved reserves (including reductions of
          proved reserves as a result of modification of the Company's estimates
          of proved reserves from prior years) added during the preceding year
          to the total proved reserves allocated to the Subject Leases as of
          December 31, 1987. (See "THE ROYALTY INTEREST - Chargeable Costs" in
          Item 1.)

               "In addition, the Conveyance gives the Trust and its independent
          accountants certain rights to inspect the books and records of the
          Company and discuss the affairs, finances and accounts of the Company
          relating to the Subject Leases with representatives of the Company; it
          also requires the Company to provide the Trust with such other
          information as the Trustee may reasonably request from time to time
          and to which the Company has access.

               "The Trustee's disclosure controls and procedures include
          ensuring that the Trust receives the information and reports that the
          Company is required to furnish to the Trust on a timely basis, that
          the appropriate responsible personnel of the Trustee examine such
          information and reports, and that information requested from and
          provided by the Company is included in the reports that the Trust
          files or submits under the Exchange Act.

               "As of the end of calendar 2004, the trust officers of the
          Trustee responsible for the administration of the Trust conducted an
          evaluation of the Trust's disclosure controls and procedures. Their
          evaluation considered, among other things, that the Trust Agreement
          and the Conveyance impose enforceable legal obligations on the
          Company, and that the Company has provided the information required by
          those agreements and other information requested by the Trustee from
          time to time on a timely basis. The officers concluded that the
          Trust's disclosure controls and procedures are effective."

                              ---------------------

     Kindly let us know at your earliest convenience whether or not the proposed
amendments to the 2004 Form 10-K set forth above are responsive to the staff's
comments.

     The Trustee understands and acknowledges that: (i) the Trust is responsible
for the adequacy and accuracy of the disclosure in the 2004 Form 10-K; (ii)
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the

<PAGE>

Securities and Exchange Commission
December 29, 2005
Page 5

2004 Form 10-K; and (iii) the Trust 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.

     Please provide copies of any further comments or questions, and any other
correspondence concerning this matter to: Richard Bourgerie, Esq. Emmet, Marvin
& Martin, LLP, 120 Broadway, New York, New York 10271. Telephone: (212)
238-3027. Facsimile: (212) 238-3100. Email: rbourgerie@emmetmarvin.com.

                                       Very truly yours,

                                       THE BANK OF NEW YORK, as Trustee

                                       By: /s/ Ming J. Ryan
                                          ------------------------------
                                               Ming J. Ryan
                                               Vice President

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