UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date of~~Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~October 29,~~Act ~~2010 (October 27,~~of ~~2010)~~1934

Date of Report (Date of earliest event reported): November 4, 2010

WILLIAMS COAL SEAM GAS ROYALTY TRUST

(Exact name of Registrant as specified in its charter)

Delaware	001-11608	75-6437433
Delaware (State or other jurisdiction of incorporation or organization)	001-11608 (Commission File Number)	75-6437433 (I.R.S. Employer Identification No.)
(State or other jurisdiction of	(Commission	(I.R.S. Employer
Trust Division Royalty Trust Group Bank of America, N.A. 901 Main Street, 17th Floor Dallas, Texas (Address of principal executive offices)		75202 (Zip Code)
incorporation or organization)	File Number)	Identification No.)

Trust Division
Royalty Trust Group
Bank of America, N.A.
901 Main Street, 17th Floor
Dallas, Texas		75202
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including area code: (214) 209-2400

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~And ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~October~~November 274, 2010, the ~~Williams~~Registrant ~~Coal~~issued ~~Seam Gas Royalty Trust (the “Trust”) entered into~~ a ~~Purchase~~ ~~and~~press ~~Sale~~release ~~Agreement~~announcing ~~(the~~its ~~“Agreement”)~~quarterly ~~with Williams Production Company, LLC (“WPC”) pursuant to which it sold the assets of the Trust to WPC for a~~ cash ~~purchase price of $23,100,000.~~ ~~Pursuant~~distribution to ~~the~~unitholders ~~Agreement, the effective date~~ of ~~the~~record ~~sale~~on ~~of assets was September~~November 115, 2010. The ~~closing~~ ofpress ~~the~~release ~~sale~~is ~~occurred~~attached ~~simultaneously~~hereto as ~~with~~Exhibit 99.1 ~~execution~~and ofis ~~the~~incorporated ~~Agreement~~herein by reference.

~~The assets~~This ofReport ~~the~~on ~~Trust~~Form ~~consisted~~8-K ofis ~~net~~being ~~profits~~furnished ~~interests~~pursuant ~~conveyed~~ to ~~the~~Item 2.02, ~~Trust~~Results byof ~~WPC upon~~Operations ~~the~~and ~~formation~~Financial ~~of the Trust~~Condition. ~~Pursuant~~The toinformation ~~the~~furnished ~~terms~~is ofnot ~~the~~deemed ~~Trust~~“filed” ~~Agreement~~for ~~governing~~purposes ~~the~~of ~~Trust, the~~Section ~~Trust~~18 ~~terminated~~of ~~effective March 1, 2010 because~~ the ~~reserve~~Securities ~~report~~Exchange asAct of ~~December 31~~1934, ~~2009, reflected that,~~ as ~~of such date~~amended, ~~the~~is ~~net~~not ~~present~~subject ~~value (discounted at 10 percent) of the estimated future net revenues for proved reserves attributable~~ to the ~~royalty~~liabilities ~~interests~~of ~~but using the average~~that ~~monthly~~section ~~Blanco~~and ~~Hub~~is ~~Spot~~not ~~Price~~deemed ~~for~~incorporated ~~the~~by ~~past~~reference ~~calendar~~in ~~year~~any ~~less~~filing ~~certain~~under ~~gathering costs was equal to or less than $30 million thereby triggering a termination of~~ the ~~Trust.~~Securities ~~Pursuant~~Act ~~to the Trust Agreement, WPC had certain rights to repurchase the assets~~ of ~~the Trust upon termination of the Trust~~1933, as ~~which rights were exercised by WPC~~amended.

Since the formation of the Trust, WPC has provided administrative services to the Trust pursuant to an Administrative Services Agreement, and WPC and certain of its affiliates have been party to a Gas Purchase Agreement and Gas Gathering Agreement the terms of which impact the net profits received by the Trust. Summaries of these agreements and the relationship between WPC and the Trust are set forth in the Trust’s most recent annual report on Form 10-K, which summaries are incorporated herein by reference.

The net proceeds from the sale, after the payment by the trustee of all Trust expenses, will be distributed to Unitholders of the Trust in complete liquidation of the Trust.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 27, 2010, the Trust disposed of its assets as described in Item 1.01 above.

Item 7.01 Regulation FD Disclosure.

On October 28, 2010, the Trust issued a press release announcing the sale of the Trust’s assets pursuant to the termination of the Trust. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This Item 7.01 of this Report on Form 8-K is being furnished pursuant to Item 7.01, Regulation FD Disclosure. The information furnished in this item is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(bc) ~~Pro forma financial information.~~Exhibits

Following the sale of the Trust assets to WPC and the distribution of the net proceeds therefrom to Unitholders, the Trust will have no assets other than a cash reserve retained by the trustee to cover fees, expenses, liabilities and obligations of the Trust in the final administration, windup and dissolution of the Trust99.1 ~~The~~Press ~~Trust~~Release ~~will~~dated ~~have~~November ~~no income other than any interest accrued on such cash reserve. After the trustee has determined that all fees~~4, ~~expenses, liabilities and obligations anticipated to be incurred by the Trust have been paid, the remaining balance, if any, of the cash reserve will be distributed to Unitholders~~2010.

Based on the foregoing, pro forma information for the Trust giving effect to the sale of the Trust assets is immaterial and therefore not included in this report.

(d) Exhibits

	10.1		Purchase and Sale Agreement between Williams Coal Seam Gas Royalty Trust and Williams Production Company, LLC dated as of October 27, 2010.
	99.1		Press Release dated October 28, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Williams Coal Seam Gas Royalty Trust By: Bank of America, N.A., Trustee ~~By: /s/ RON E. HOOPER Ron E. Hooper Senior Vice President and Administrator~~

~~Date~~By: ~~October 29,~~ ~~2010~~ /s/RON E. HOOPER Ron E. Hooper Senior Vice President and Administrator

Date: November 5, 2010

EXHIBIT INDEX

Exhibit
Number		~~Description~~	Description
10.1		Purchase and Sale Agreement between Williams Coal Seam Gas Royalty Trust and Williams Production Company, LLC dated as of October 27, 2010.
	99.1		Press Release dated November 4, 2010.
99.1		Press Release dated October 28, 2010.

Filing Compare · WILLIAMS COAL SEAM GAS ROYALTY TRUST