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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2007
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For the~~ ~~Quarterly~~Commission ~~Period~~file ~~Ended~~number ~~June 30, 2005~~1-11450

orSanta Fe Energy Trust (Exact name of registrant as specified in its charter)

~~o TRANSITION REPORT~~Texas ~~PURSUANT~~(State TOor ~~SECTION 13~~Other ORJurisdiction ~~15(d~~of Incorporation or Organization) OF ~~THE SECURITIES~~76-6081498 ~~EXCHANGE~~(I.R.S. ~~ACT~~Employer OFIdentification ~~1934~~No.)

~~Commission~~The Bank of New York Mellon Trust Company, N.A., Trustee ~~File~~Global ~~Number~~Corporate ~~1-11450~~Trust 221 West Sixth Street Austin, Texas (Address of Principal Executive Offices) 78701 (Zip Code)

~~SANTA~~Registrant's telephone FEnumber, ~~ENERGY~~including ~~TRUST~~area code: (800) 852-1422

~~(Exact~~ Former name, offormer ~~registrant as~~address ~~specified~~and informer ~~its~~fiscal ~~charter)~~year, if changed from last report. 700 Lavaca Austin, Texas 78701

Texas		76-6081498
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
JPMorgan Chase Bank, N.A., Trustee Institutional Trust Services Austin, 700 Lavaca Texas 78701 (Address of principal offices, including Zip Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No ý

~~Registrant’s~~ Indicate ~~telephone~~by ~~number~~check made whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to ~~including~~be ~~area~~submitted ~~code~~and posted pursuant to Rule 405 of Regulstion S-T (~~512~~§232.405 of this chapter) during the preceding 12 ~~479-2562~~months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

~~NONE~~ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

~~(Former~~Large ~~name~~accelerated orfiler ~~former address,~~o Accelerated filer o Non-accelerated filer ý (Do not check if ~~changed~~a ~~since~~smaller ~~last~~reporting ~~report~~company) Smaller reporting company o

Indicate by check mark whether the registrant ~~(1) has~~is ~~filed~~a ~~all~~shell ~~reports~~company ~~required~~(as todefined bein ~~filed by Section~~Rule ~~13 or~~12b-2 ~~15(d)~~ of the ~~Securities~~ Exchange ~~Act of 1934 during the preceding~~ ~~12 months (or for such shorter period that the registrant was required to file such reports~~Act)~~, and (2)~~. ~~has been subject to such filing requirements for the past 90~~Yes ~~days.~~ý No o

~~Yes x No o~~On May 20, 2010, 0 Depositary Units were outstanding.

~~Indicate~~ ~~by check mark~~ ~~whether~~ ~~the registrant is an accelerated filer (as defined in Rule 12b-2~~ of SPECIAL ~~the Exchange Act).~~NOTE

~~Yes~~ The filing of this Quarterly Report as well as the Trust's Annual Report on Form ~~x No~~10-K for the year ended December o31, 2006 was delayed as a result of issues regarding certain overpayments to the Trust and related issues regarding the Trust's ownership of certain assets. As a result of those issues, the Trustee of Santa Fe Energy Trust concluded on May 1, 2007 that the Trust's previously-issued financial statements should no longer be relied upon, as set forth in the Trust's Report on Form 8-K filed on May 3, 2007. The Trustee subsequently determined to restate the Trust's financial statements for the years ended December 31, 2005 and 2004. The restated financial statements are included in the Trust's Annual Report on Form 10-K for the year ended December 31, 2006, and the restated financial statements should be read in conjunction with this Quarterly Report.

~~Depository~~ On December 19, ~~Units~~2007, ~~outstanding~~the atTrust ~~June 30~~consummated the sale of all or substantially all of its assets to Amen Properties, Inc. and certain other purchasers for approximately ~~2005—6~~$51.5 million,~~300~~ and,~~000~~ in accordance with the Trust's governing documents, the Trust liquidated on or about February 15, 2008. Unitholders of record on February 14, 2008 received a terminating distribution with respect to each Depositary Unit equal to a pro rata portion of the net proceeds from the sale of the Net Profits Royalties (subject to reserves for expenses and contingencies) and a pro rata portion of the proceeds from the matured Treasury Obligations. The distributions were made soon after the February 15, 2008 liquidation. The Trust ceased operations subsequent to the distribution.

Trading in the Depositary Units was halted at the close of business on February 14, 2008, and the Depositary Units were delisted by the New York Stock Exchange at the same time. The Trust's reporting obligations under the Securities Exchange Act of 1934, as amended, subsequently terminated.

PART I—FINANCIAL INFORMATION

~~Item~~ Item 1. Financial Statements.

SANTA FE ENERGY TRUST STATEMENTS OF CASH PROCEEDS AND DISTRIBUTABLE CASH (Unaudited) (In thousands, except per unit data)

		~~Three Months Ended June 30,~~	Three Months Ended June 30,					~~Six Months Ended June 30,~~	Six Months Ended June 30,
		2005			2004			2005			2004
			2007			2006			2007			2006
Royalty income:
						(Restated)						(Restated)
ODC royalty		$	2,823		$	2,276		$	5,795		$	4,194
Royalty income:
Willard royalty		—			—			—			332
	ODC royalty		$	3,013		$	3,238		$	6,097		$	6,653
~~Net profits royalty~~	Net profits royalty	~~2,998~~		2,162	~~2,225~~		4,231	~~6,044~~		4,759	~~4,669~~		7,736
Total royalties		5,821			4,501			11,839			9,195
Total royalty income				5,175			7,469			10,856			14,389
Administrative fee to Devon Energy Corporation		~~(77~~		)(81	~~(74~~)		)(78	~~(151~~)		)(160	~~(146~~)		)(154	)
Cash withheld for trust expenses		(50		)	(100		)	(150		)	(200		)
Overpayment (underpayment) made to Trust in error				—			96			—			(454	)
Distributable cash		$	5,694		$	4,327		$	11,538		$	8,849
Recoupment of past overpayments				(1,892	)		—			(1,892	)		—
Distributable cash per trust unit		$	0.90372		$	0.68670		$	1.83144		$	1.40454
Cash withheld for trust expenses				(650	)		(100	)		(725	)		(200	)
Trust units outstanding		6,300			6,300			6,300			6,300
Distributable cash			$	2,552		$	7,387		$	8,079		$	13,581
Distributable cash per trust unit			$	0.40513		$	1.17243		$	1.28244		$	2.15567
Trust units outstanding				6,300			6,300			6,300			6,300

~~STATEMENTS~~The OFaccompanying ~~ASSETS,~~notes ~~LIABILITIES~~are ~~AND~~an ~~TRUST~~integral ~~CORPUS (In~~part ~~thousands,~~of ~~except~~the ~~unit~~financial ~~data)~~statements.

	June 30, 2005				December 31, 2004
	(Unaudited)
ASSETS
Current assets—cash		$	80			$	105
Investment in royalty interests, at cost		87,276				87,276
Less: accumulated amortization		(81,120		)		(80,085		)
		6,156				7,191
Total assets		$	6,236			$	7,296
LIABILITIES AND TRUST CORPUS
Current liabilities—advance from Devon Energy Corporation		$	300			—
Trust corpus, 6,300,000 trust units issued and outstanding		5,936				7,296
Total liabilities and trust corpus		$	6,236			$	7,296

~~The~~ ~~accompanying~~ STATEMENTS ~~notes~~OF ~~are~~ASSETS anAND ~~integral~~TRUST ~~part~~CORPUS (In ofthousands, ~~the~~except ~~financial~~unit ~~statements.~~data)

	June 30, 2007			December 31, 2006

	(Unaudited)
ASSETS
Current assets—cash	$	620		$	309

Investment in royalty interests, at cost		87,276			87,276
Less: accumulated amortization		(85,292	)		(84,895	)

		1,984			2,381

Total assets	$	2,604		$	2,690

TRUST CORPUS
Trust corpus, 6,300,000 trust units issued and outstanding	$	2,604		$	2,690

SANTA FE ENERGY TRUST STATEMENTS OF CHANGES IN TRUST CORPUS (Unaudited) Six Months Ended June 30, ~~2005~~2007 and ~~2004~~ 2006 (In thousands)

Balance at December 31, 2003		$	10,029
Balance at December 31, 2005 (Restated)			$	3,604
~~Cash proceeds~~	Cash proceeds	~~9,049~~		13,781
~~Cash distributions~~	Cash distributions	~~(8,849~~		)(13,581	)
~~Trust expenses~~	Trust expenses	~~(354~~		)(422	)
Amortization of royalty interests		(1,278		)
	Amortization of royalty interests (Restated)			(643	)
Balance at June 30, 2004		$	8,597
Balance at June 30, 2006 (Restated)			$	2,739
Balance at December 31, 2004		$	7,296
Balance at December 31, 2006			$	2,690
~~Cash proceeds~~	Cash proceeds	~~11,688~~		8,804
~~Cash distributions~~	Cash distributions	~~(11,538~~		)(8,079	)
~~Trust expenses~~	Trust expenses	~~(475~~		)(414	)
~~Amortization of royalty interests~~	Amortization of royalty interests	~~(1,035~~		)(397	)
Balance at June 30, 2005		$	5,936
Balance at June 30, 2007			$	2,604

The accompanying notes are an integral part of the financial statements.

SANTA FE ENERGY TRUST NOTES TO FINANCIAL STATEMENTS (Unaudited)

Note 1. ~~The~~Summary ~~Trust~~of Significant Accounting Policies

The financial statements atof ~~June 30,~~the ~~2005~~Trust ~~and~~are prepared on the cash basis of accounting for revenues and expenses. Royalty income is recorded when received (generally during the quarter following the ~~three-month~~end of the quarter in which the income from the Royalty Properties is received by Devon Energy Corporation "Devon")) and ~~six-month~~is ~~periods~~net ~~ended~~of ~~June 30,~~any ~~2005~~cash basis exploration and ~~2004~~development expenditures ~~are~~and ~~unaudited~~amounts ~~and~~reserved ~~reflect~~for ~~all~~any ~~adjustments~~future ~~(consisting~~exploration and development costs. Expenses of ~~only~~the ~~normal~~Trust, which include accounting, engineering, legal and other professional fees, Trustee fees, an administrative ~~recurring~~fee ~~adjustments)~~paid ~~that~~to ~~are~~Devon and out-of-pocket expenses, are recognized when paid. Under accounting principles generally accepted in the ~~opinion~~United States of ~~Devon~~America, ~~Energy~~revenues ~~Corporation,~~and expenses ~~necessary~~would ~~for~~be arecognized ~~fair~~on ~~presentation~~an accrual basis. Amortization of the ~~financial~~Trust's ~~position~~investment ~~and~~in ~~cash~~Royalty ~~proceeds and~~Interests ~~distributable~~is ~~cash~~recorded ofusing the ~~Santa~~unit-of-production Femethod ~~Energy~~in ~~Trust~~the ~~for~~period in which the cash ~~interim~~is ~~periods~~received with respect to such production; therefore, a statement of cash flows is not presented.

~~Santa Fe Energy Trust (the “Trust”) was formed on October 22, 1992, with JPMorgan Chase Bank, N.A., formerly~~ The ~~Chase Manhattan Bank,~~ ~~successor~~Trust byis ~~merger~~a tograntor ~~Chase~~trust ~~Bank~~and ~~of Texas, National Association formerly Texas Commerce Bank, National Association,~~ as ~~trustee~~such ~~(the~~is ~~“Trustee”),~~not tosubject ~~acquire and hold certain royalty interests (the “Royalty Interests”) in certain properties (the “Royalty Properties”) conveyed~~ to ~~the~~income ~~Trust~~taxes byand ~~Devon~~accordingly ~~Energy~~no ~~Production Company, L.P.~~recognition ~~(“Devon”),~~has ~~successor~~been bygiven ~~merger~~ to ~~Devon~~income ~~SFS~~taxes ~~Operating, Inc., formerly Santa Fe Snyder Corporation, formerly Santa Fe Energy Resources, Inc. Through December 31, 2003, the Royalty Interests consisted of two term royalty interests~~ in ~~two production units in~~ the ~~Wasson~~Trust's ~~field~~financial in west Texas (the “Wasson Royalties”) and a net profits royalty interest in certain royalty and working interests in a diversified portfolio of properties located in 11 states (the “Net Profits Royalties”)statements. OnThe ~~December 31, 2003, the term on~~tax ~~the~~consequences ~~royalty interest in one~~ of ~~the~~owning Wasson production units terminated. Six months ended June 30, 2004 production, sales and operating expenses for the Wasson Willard Unit are related to calendar year 2003. These are the last production, sales and operating expenses the Trust ~~will~~Units ~~report since the Trust’s conveyed ownership in the Wasson Willard Unit terminated on December 31, 2003. The Royalty Interests~~ are ~~passive~~included in ~~nature and~~ the ~~Trustee~~income ~~has~~tax ~~no control~~returns ~~over or responsibility relating to the operation~~ of the ~~Royalty Properties.~~individual ~~The~~ Trust ~~will~~Unit ~~be liquidated on February 15, 2008 (the “Liquidation Date”)~~holders.

~~In November 1992, 5,725,000 Depository Units,~~ The ~~each~~preparation ~~consisting~~ of ~~beneficial ownership of one unit of undivided beneficial interest in~~ the Trust's ~~(“Trust~~financial ~~Units”)~~statements ~~and~~requires athe ~~$20~~use ~~face~~of ~~amount~~certain ~~beneficial ownership interest in a $1,000 face amount zero coupon United States Treasury obligation maturing on or about February 15, 2008, were sold in a public offering for $20 per Depository Unit~~estimates. AActual ~~total~~results ofmay ~~$114.5 million~~differ ~~was received~~ from ~~public~~such ~~investors, of which $38~~estimates.7 million was used to purchase the Treasury obligations and $5.7 million was used to pay underwriting commissions and discounts. Devon received the remaining $70.1 million and 575,000 Depository Units. In the first quarter of 1994, Devon sold, in a public offering, the 575,000 Depository Units which it held.

~~The trust agreement~~ In ~~under~~the ~~which~~opinion of the ~~Trust~~Trustee ~~was~~all ~~formed~~adjustments (~~the~~all ~~“Trust~~of ~~Agreement”~~which are normal and recurring) ~~provides~~have been made which are necessary to fairly state the financial position, ~~among~~cash ~~other~~proceeds and ~~things,~~distributable ~~that:~~cash of the Trust.

~~· the~~ The ~~Trustee~~accompanying ~~shall~~financial ~~not~~statements ~~engage~~and innotes ~~any~~thereto ~~business~~should orbe ~~commercial~~read ~~activity~~in orconjunction ~~acquire~~with ~~any asset~~the ~~other~~financial ~~than~~statements ~~the~~and ~~Royalty~~notes ~~Interests~~thereto ~~initially~~and ~~conveyed~~other toinformation included in the Trust;'s 2006 Annual Report on Form 10-K.

~~· the Trustee may not sell all or any portion of the Wasson Royalties or substantially all of the Net Profits Royalties without the prior consent of Devon;~~5

4 SANTA FE ENERGY TRUST

~~SANTA~~ ~~FE ENERGY TRUST~~ NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

~~· Devon may~~ ~~sell~~Note 2. ~~the~~Distributions ~~Royalty Properties, subject~~ to ~~and burdened by the Royalty Interests, without consent of the holders of the~~ Trust ~~Units;~~Unit following any such transfer, the Royalty Properties will continue to be burdened by the Royalty Interests and after any such transfer the royalty payment attributable to the transferred property will be calculated separately and paid by the transferee;Holders

~~· the~~ ~~Trustee~~ The ~~may~~Trust ~~establish~~has areceived ~~cash~~royalty ~~reserve~~payments ~~for~~net ~~the payment~~ of ~~any~~administrative ~~liability~~fees ~~that~~paid ~~is contingent,~~to ~~uncertain~~Devon inand ~~amount~~made ordistributions ~~that~~as isfollows: ~~not currently due and payable;~~

· the Trustee is authorized to borrow funds required to pay liabilities of the Trust, provided that such borrowings are repaid in full prior to further distributions to the holders of the Trust Units; and

					Distributions

		Royalty Payment Received			Amount		Per Trust Unit
		(in thousands, except per unit data)
2006
	First quarter	$	6,294		$	6,194	$	0.98324
	Second quarter		7,487	(a)	$	7,387	$	1.17243
	Third quarter		6,078	(b)		5,653		0.89734
	Fourth quarter		6,273			6,073		0.96390

		$	26,132		$	25,307	$	4.01691

2007
	First quarter	$	5,602		$	5,527	$	0.87731
	Second quarter	$	3,202	(c)	$	2,552	$	0.40513

(a): Includes proceeds from the sale of Net Profits properties of $0.4 million or $0.05643 per Trust Unit.
(b): Includes proceeds from the sale of Net Profits properties of $0.1 million or $0.02000 per Trust Unit.
(c): Includes proceeds from the sale of Net Profits properties of $0.3 million or $0.04286 per Trust Unit.

~~· the Trustee~~ ~~will~~Note 3. ~~make~~Commitments ~~quarterly~~and ~~cash distributions to the holders of the Trust Units.~~Contingencies

~~Note 2~~ The Royalty Properties related to the Trust are the subject of lawsuits and governmental proceedings from time to time arising in the ordinary course of business. ~~Basis~~While the outcome of lawsuits ~~Accounting~~or other proceedings involving the Royalty Properties cannot be predicted with certainty, these matters are not expected to have a material adverse effect on the financial position or cash proceeds and distributable cash of the Trust.

~~The~~ ~~financial statements of the Trust are prepared on the cash basis of accounting for revenues and expenses~~Note 4. ~~Royalty~~Restatement ~~income is recorded when received (generally during the quarter following the end~~ of ~~the quarter~~Previously inReported ~~which~~Amounts ~~the income from the Royalty Properties is received by Devon~~(Unaudited) and is net of any cash basis exploration and development expenditures and amounts reserved for any future exploration and development costs. Expenses of the Trust, which include accounting, engineering, legal and other professional fees, Trustee fees, an administrative fee paid to Devon and out-of-pocket expenses, are recognized when paid. Under accounting principles generally accepted in the United States of America, revenues and expenses would be recognized on an accrual basis. Amortization of the Trust’s investment in Royalty Interests is recorded using the unit-of-production method in the period in which the cash is received with respect to such production; therefore, a statement of cash flows is not presented.

~~The~~ In ~~conveyance~~April 2006, in preparation for the Trust's sale of the ~~Royalty~~Net ~~Interests~~Profits toRoyalties in accordance with the Trust ~~was~~ ~~accounted~~Agreement, ~~for~~Devon asbegan a ~~purchase~~review ~~transaction.~~of ~~The~~its ~~$87,276,000~~files ~~reflected~~relating into the Net Profits ~~Statements~~Royalties. As a result of ~~Assets,~~this ~~Liabilities~~review ~~and~~which ~~Trust~~continued ~~Corpus~~through asthe ~~Investment~~remainder inof ~~Royalty Interests~~2006 ~~represents~~and ~~6,300,000~~most ~~Trust~~of ~~Units~~2007, ~~valued~~Devon atidentified ~~$20~~a ~~per~~number ~~unit~~of ~~less~~interests in the ~~$38,724,000~~ ~~paid~~Net ~~for~~Profits Royalties which were not actually held by the ~~Treasury~~Trust ~~obligations.~~but ~~The~~which ~~carrying~~had ~~value~~been ofreported as being owned by the Trust~~’s investment~~. inConsequently, ~~the~~Devon ~~Royalty~~concluded ~~Interests~~that isit ~~not~~had ~~necessarily~~overpaid ~~indicative~~the ofTrust approximately $10.6 million over the ~~fair~~seven-year ~~value~~period ofended ~~such~~December 31, ~~Royalty Interests~~2006. An

The Trust is a grantor trust and as such is not subject to income taxes and accordingly no recognition has been given to income taxes in the Trust’s financial statements. The tax consequences of owning Trust Units are included in the income tax returns of the individual Trust Unit holders.6

~~The preparation of the~~ ~~Trust’s~~SANTA ~~financial~~FE ~~statements~~ENERGY ~~requires~~TRUST ~~the use of certain estimates. Actual results may differ from such estimates.~~

~~Note 3.~~ ~~The~~NOTES ~~Royalty~~TO ~~Interests~~FINANCIAL STATEMENTS (Unaudited) (Continued)

~~The~~ ~~Wasson~~Note 4. ~~Royalties~~Restatement ~~consist~~ of ~~interests~~Previously ~~conveyed~~Reported ~~out of~~Amounts ~~Devon’s royalty interest in the Wasson ODC Unit~~ (~~the “ODC Royalty”~~Unaudited) ~~and the Wasson Willard Unit~~ (~~the “Willard Royalty”~~Continued). ~~On December 31,~~

5independent oil and gas auditing firm retained by the Trustee to review the work performed by Devon and its independent oil and gas title consultants confirmed to the Trustee that Devon did make such overpayments to the Trust.

~~SANTA~~ Beginning with FEthe ~~ENERGY~~distribution ~~TRUST~~paid ~~NOTES~~in TOMay ~~FINANCIAL~~2007, ~~STATEMENTS~~Devon ~~(Unaudited)~~began ~~(Continued)~~to withhold amounts otherwise distributable to the Trust on the Net Profits Royalties in order to recoup a portion of the amount Devon had overpaid the Trust. The aggregate amount Devon recouped through the distribution paid in February 2008 was approximately $7.7 million.

~~2003~~ On May 1, ~~the~~2007, ~~term~~as ona ~~the royalty~~result ~~interest~~of in the ~~Wasson~~matters ~~Willard~~described ~~Unit~~above, ~~terminated.~~the ~~The~~Trustee ~~first~~concluded, ~~quarter~~based ~~of 2004~~on ~~was~~ the ~~last~~information ~~quarter~~furnished into ~~which production from~~ the ~~Wasson~~Trustee ~~Willard~~by ~~Unit~~Devon ~~was received.~~as ~~The~~described ~~ODC~~above, ~~Royalty~~that ~~entitles~~ the Trust ~~to receive quarterly royalty~~'s ~~payments~~previously ~~with~~issued ~~respect~~financial tostatements, ~~12.3934%~~which ofinclude ~~the~~supplemental ~~actual gross~~ oil ~~production~~and ~~from~~gas ~~the Wasson~~reserve ~~ODC Unit~~information, ~~subject~~should tono ~~certain~~longer ~~quarterly~~be ~~limitations~~relied ~~set forth in the conveyance agreement, for the period from November 1, 1992 to December 31, 2007~~upon. The ~~Willard~~Trustee ~~Royalty~~subsequently ~~entitled~~determined ~~the Trust~~ to ~~receive~~restate ~~quarterly royalty payments with respect to 6.8355% of~~ the ~~actual gross oil production from the~~Trust's ~~Wasson~~financial ~~Willard~~statements ~~Unit, subject to certain quarterly limitations set forth in the conveyance agreement,~~ for the ~~period~~years ~~from~~ended ~~November~~December 131, ~~1992~~2005 toand ~~December 31, 2003~~2004.

~~The~~ As stated ~~Net~~in ~~Profits~~Note 1, ~~Royalties entitle~~the financial statements of the Trust toare ~~receive,~~prepared on athe ~~quarterly~~cash basis, ~~90%~~ of accounting. Therefore, the ~~net~~error ~~proceeds,~~described asabove does not impact previously reported ~~defined~~distributions infor the ~~conveyance~~seven-year ~~agreement~~period ended December 31, ~~from~~2006. ~~the~~However, ~~sale~~amounts ofpreviously ~~production~~reported ~~from~~for ~~the properties~~royalty ~~subject~~income received and administrative fees paid to ~~the~~Devon ~~conveyance~~during ~~agreement~~this time period were overstated. The ~~Net~~adjustments ~~Profits~~that ~~Royalties~~were ~~are not~~made ~~limited~~to incorrect ~~term,~~this ~~although~~error in the ~~Trustee~~accompanying is2006 ~~required~~Statements toof ~~sell~~Cash ~~such~~Proceeds ~~royalties prior~~and toDistributable ~~the~~Cash ~~Liquidation~~are ~~Date~~summarized below.

Note 4. Distribution to Trust Unit Holders

		Statements of Cash Proceeds and Distributable Cash

		Three Months Ended June 30, 2006									Six Months Ended June 30, 2006
		Previously Reported			Adjustment			Restated			Previously Reported			Adjustment			Restated
		(In Thousands)
Royalty income:
	ODC royalty	$	3,225		$	13		$	3,238		$	6,629		$	24		$	6,653
	Net profits royalty		4,341			(110	)		4,231			7,308			428			7,736

Total royalty income			7,566			(97	)		7,469			13,937			452			14,389
Administrative fee to Devon			(79	)		1			(78	)		(156	)		2			(154	)
Over(under) payment made to Trust			—			96			96			—			(454	)		(454	)
Cash withheld for trust expenses			(100	)		—			(100	)		(200	)		—			(200	)

Distributable cash		$	7,387		$	—		$	7,387		$	13,581		$	—		$	13,581

~~The~~ Additionally, amounts ~~Trust~~previously ~~has~~reported ~~received~~for amortization of royalty ~~payments~~interests ~~net~~during ~~of administrative~~the ~~fees~~seven-year ~~paid~~period toended ~~Devon~~December 31, ~~and~~2006 ~~made~~were ~~distributions~~also misstated. asThis ~~follows:~~error also caused a similar

	Royalty
	Payment	Distributions
	Received	Amount	Per Trust Unit
	(in thousands, except per unit data)
2004
First quarter	$ 4,622	$ 4,522		$ 0.71784
Second quarter	4,427	4,327		0.68670
Third quarter	5,067	4,842		0.76869
Fourth quarter	5,954	5,904		0.93712
	$ 20,070	$ 19,595		3.11035
2005
First quarter	$ 5,944	$ 5,844		$ 0.92772
Second quarter	$ 5,744	$ 5,694		$ 0.90372

6 SANTA FE ENERGY TRUST

~~Item~~ 2.NOTES ~~Management’s~~TO ~~Discussion~~FINANCIAL ~~and~~STATEMENTS ~~Analysis~~(Unaudited) of(Continued) ~~Financial Condition and Results of Operations~~

~~General; Liquidity~~ ~~and~~Note 4. ~~Capital~~Restatement ~~Resources~~of Previously Reported Amounts (Unaudited) (Continued)

~~The Trust was formed on October 22, 1992. The~~overstatement ~~Trust~~of ~~holds~~trust ~~Royalty Interests in Royalty Properties (“Royalty Properties”) conveyed to the Trust by Devon~~corpus. The ~~Trust~~adjustments ~~is a passive entity~~ that ~~collects~~were ~~royalty income~~made ~~generated~~to bycorrect ~~the~~this ~~Royalty~~error ~~Properties. Through December 31, 2003, the Royalty Interests consisted of two term royalty interests~~ in ~~two production units (~~the ~~“Wasson~~accompanying ~~ODC~~2006 ~~Unit”~~Statement and the “Wasson Willard Unit”) in the Wasson field in West Texas, and a net profits royalty interest (the “Net Profits Royalties”) in certain royalty and working interests in a diversified portfolio of ~~properties~~ ~~located~~Changes ~~predominantly~~ in Texas, Louisiana and Oklahoma (the “Net Profits Properties”). On December 31, 2003, the term on the royalty interest in the Wasson Willard Unit terminated. The Royalty Interests are passive in nature and the Trustee has no control over or responsibility relating to the operation of the Royalty Properties. Under the terms of the Trust ~~Agreement,~~Corpus ~~the Trustee cannot engage in any other business or commercial activity or acquire any asset other than the Royalty Interests initially conveyed to the Trust. Therefore, the Royalty Interests~~ are ~~the~~summarized ~~sole source of funds for the Trust from which to pay expenses and liabilities and make distributions to the Holders~~below. ~~The Trust will be liquidated on or before February 15, 2008 (the “Liquidation Date”).~~

The royalty interest in the Wasson ODC Unit (the “Wasson ODC Royalty”) is a fixed percentage royalty interest in specified levels of quarterly maximum production from the underlying properties in each year during the term of the royalty. The Wasson ODC Royalty terminates on December 31, 2007. The Net Profits Royalties are life-of-property interests that will be sold by the Trust prior to the Liquidation Date. The Net Profits Royalties entitle the Trust to receive 90% of the net proceeds (after deducting, among other things, the costs of production and marketing and capital expenditures) from the sale of production from the Net Profits Properties. The Net Profits Properties generally are mature producing oil and gas properties and the production and reserves attributable to such properties are expected to decline substantially over the life of the Trust. The Net Profits Royalties are expected to have a relatively small liquidation value at the Liquidation Date.

	Statement of Changes in Trust Corpus

	Six Months Ended June 30, 2006
	Previously Reported			Adjustment			Restated
	(In Thousands)
Trust corpus, December 31, 2005	$	4,940		$	(1,336	)	$	3,604
Cash proceeds		13,781			—			13,781
Cash distributions		(13,581	)		—			(13,581	)
Trust expenses		(422	)		—			(422	)
Amortization of royalty interests		(664	)		21			(643	)

Trust corpus, June 30, 2006	$	4,054		$	(1,315	)	$	2,739

~~Trust~~ ~~expenses include accounting, engineering, legal and other professional fees, Trustee fees, an administrative fee paid to Devon and other out-of-pocket expenses~~Note 5. ~~The~~Subsequent ~~Trust’s ability~~Event to pay expenses primarily depends on receipt of royalty income. Devon may, at its sole discretion and without obligation to do so, advance funds to the Trust to enable the Trust to pay expenses. The Trustee is authorized to borrow funds required to pay liabilities of the Trust, provided that any such borrowings are repaid in full prior to making further distributions to Holders. As of June 30, 2005, there was an outstanding advance to the Trust from Devon Energy Corporation of $300,000.(Unaudited)

~~Results~~ On December 19, 2007, the Trustee announced that it completed the sale of ~~Operations~~all of the Net Profits Royalties held by the Trust to Amen Properties, Inc. and certain other purchasers. The aggregate price for the assets sold was approximately $51.5 million, after making adjustments pursuant to the purchase agreement.

The Trustee ~~Trust’s~~distributed ~~results~~the ofnet ~~operations~~proceeds ~~are~~of ~~dependent upon~~ the ~~sales~~sale ~~prices~~(after ~~and~~deducting ~~quantities~~amounts ofnecessary ~~oil~~to ~~and~~pay ~~gas~~all ~~produced~~fees, ~~from~~expenses, ~~the~~liabilities ~~Royalty Properties,~~and ~~the~~other ~~costs~~obligations of ~~producing~~the ~~such~~Trust, ~~resources~~ and ~~the~~after ~~amount~~setting ~~of capital~~aside ~~expenditures~~any ~~made~~amounts ~~with~~the ~~respect~~Trustee determined to ~~such~~hold ~~properties.~~in ~~Since~~reserve, onand ansubject ~~equivalent basis,~~to ~~the~~post-closing ~~majority~~adjustments ofunder the ~~Trust’s~~purchase ~~proved~~agreement) ~~reserves~~on ~~are crude oil~~February 29, ~~even relatively~~2008 ~~modest~~to ~~changes~~unitholders inof ~~crude~~record ~~oil~~at ~~prices may significantly affect~~ the ~~Trust’s~~close ~~revenues~~of ~~and~~business ~~results~~on ofFebruary 14, ~~operations~~2008. ~~Crude~~The ~~oil~~distribution ~~prices~~was ~~are~~made ~~subject~~concurrently ~~to significant~~with ~~changes~~the inTrust's ~~response~~distribution tofor ~~fluctuations in~~ the ~~domestic~~quarter ~~and~~ending ~~world supply~~December 31, ~~and~~2007. ~~demand and other market conditions as well~~

7 The United States Treasury book-entry securities representing stripped-interest coupons held by the Trustee as Custodian matured on February 15, 2008. Unitholders of record at the close of business on February 14, 2008 were entitled to receive the cash proceeds from the matured Treasury Obligations on deposit with the Custodian. The cash proceeds were distributed as promptly as practicable on or after February 15, 2008.

~~as the world political~~ The ~~situation as it affects OPEC and other oil producing countries. In addition, a substantial portion of the~~ Trust’s ~~revenues~~was ~~come~~liquidated ~~from~~on ~~properties which produce sour (i.e.~~February 15, ~~high~~2008 ~~sulfur~~and ~~content)~~ceased ~~crude oil which sells at prices lower than sweeter (i~~operations.~~e.,~~ ~~low~~After ~~sulfur~~that ~~content)~~date ~~crude~~the ~~oils.~~Trustee ~~The~~continued ~~Trust’s~~to ~~weighted~~act ~~average crude~~as ~~oil~~trustee ~~sales~~of ~~price for~~ the ~~second~~trust ~~quarter~~estate ~~of 2005 was $42.41 per barrel compared with $30.97 per barrel~~ for ~~the~~purposes ~~same period in 2004. Crude oil prices with respect to the Trust’s results in the third quarter~~ of ~~2005~~distributing ~~averaged~~the ~~$42.88~~trust ~~per~~estate ~~barrel.~~and ~~The~~winding ~~Trust’s~~up ~~weighted average crude oil sales price for~~ the ~~first~~ ~~six~~affairs ~~months~~ of ~~2005 was $41.90 per barrel compared with $29.20 per barrel for~~ the ~~same period of 2004~~Trust.

~~Natural~~ The Trustee ~~gas~~instructed ~~prices~~the ~~fluctuate~~Trust's ~~due~~transfer agent to ~~weather~~stop ~~conditions, the~~transfer ~~level~~ of ~~natural gas in storage,~~ the ~~relative balance between supply and demand and other economic factors. The~~ Trust’'s ~~weighted~~units ~~average~~immediately ~~price~~following ~~for natural gas in~~ the ~~second~~close ~~quarter~~ of ~~2005~~business ~~was~~on ~~$5.83~~February 14, ~~per~~2008 ~~Mcf~~and ~~compared~~requested ~~with~~that ~~$4.85 per Mcf for~~ the ~~same~~New York ~~period~~Stock inExchange ~~2004.~~delist ~~Natural gas prices with respect to~~ the ~~Trust’s~~ ~~results~~units inat ~~the~~that ~~third quarter of 2005 averaged $5~~time.72 ~~per Mcf.~~ The Trust’'s ~~weighted~~ ~~average~~reporting ~~price~~obligations ~~for~~under ~~natural gas in~~ the ~~first~~Securities ~~six~~Exchange ~~months~~Act of ~~2005~~1934, ~~was $5.44~~as ~~per~~amended, ~~Mcf~~subsequently ~~compared with $4~~terminated.63 ~~per Mcf for the same period of 2004.~~

Royalty income is recorded by the Trust when received, generally during the quarter following the end of the quarter in which revenues are received and costs and expenses are paid by Devon. Cash proceeds from the Royalty Properties may fluctuate from quarter to quarter due to the timing of receipts and payment of revenues and costs and expenses as well as changes in prices and production volumes. The following table reflects pertinent information with respect to the cash proceeds from the Royalty Properties and the net distributable cash of the Trust. The information presented with respect to the third quarter of 2005 reflects revenues received and costs and expenses paid by Devon in the second quarter of 2005. On August 31, 2005, the Trust will make a cash distribution of $8~~.3 million, or $1.32023 per Trust Unit, to unitholders of record on August 15, 2005.~~

8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

	Three Months Ended June 30,						Six Months Ended June 30,						Third Quarter
	2005			2004			2005			2004			2005
Volumes and Prices
Oil volumes (Bbls):
Wasson ODC royalty	66,400			74,900			141,300			147,000			66,400
Wasson Willard royalty(1)	—			—			—			12,000			—
Net profits royalties	42,110			47,376			89,185			97,200			58,992
Gas volumes (Mcf):
Net profits royalties	353,718			317,414			762,239			656,718			329,763
Oil average prices ($/Bbl):
Wasson ODC royalty	$	44.65		$	32.71		$	43.57		$	30.64		$	46.79
Wasson Willard royalty(1)	—			—			—			28.50			—
Net profits royalty	38.88			28.23			39.27			27.10			38.47
Gas average prices ($/Mcf):
Net profits royalties	$	5.83		$	4.85		$	5.44		$	4.63		$	5.72
Cash Proceeds and Distributable Cash (in thousands, except per unit data)
Wasson ODC royalty:
Sales	$	2,965		$	2,450		$	6,156		$	4,505		$	3,107
Operating expenses	(142		)	(174		)	(361		)	(311		)	(149		)
	2,823			2,276			5,795			4,194			2,958
Wasson Willard royalty(1):
Sales	—			—			—			342			—
Operating expenses	—			—			—			(10		)	—
	—			—			—			332			—
Net profits royalty:
Sales	3,698			2,875			7,648			5,678			4,156
Proceeds from property sales	—			—			—			—			2,354
Operating expenses	(688		)	(637		)	(1,586		)	(1,188		)	(653		)
Capital (expenditures) recoveries	(12		)	(13		)	(18		)	179			(71		)
	2,998			2,225			6,044			4,669			5,786
Total royalties	5,821			4,501			11,839			9,195			8,744
Administrative fee to Devon Energy Corporation	(77		)	(74		)	(151		)	(146		)	(76		)
Payment received	5,744			4,427			11,688			9,049			8,668
Cash withheld for trust expenses	(50		)	(100		)	(150		)	(200		)	(350		)
Distributable cash	$	5,694		$	4,327		$	11,538		$	8,849		$	8,318
Distributable cash per unit	$	0.90372		$	0.68670		$	1.83144		$	1.40454		$	1.32023

The following discussion addresses material changes in results of operations for the three and six months ended June 30, 2007, compared to the three and six months ended June 30, 2006 and in financial condition since December 31, 2006. It is presumed that readers have read or have access to the Trust's 2006 Annual Report on Form 10-K which includes disclosures regarding critical accounting policies as part of Management's Discussion and Analysis of Financial Condition and Results of Operations.

~~(1) Six~~ The ~~months~~Trust ~~ended~~terminated ~~June~~and the Net Profits Royalties were sold on or about December 3019, ~~2004~~2007. ~~production~~Each holder of Depositary Units of record as of the day next preceding the Liquidation Date was entitled to receive a liquidating distribution equal to (1) $20 per Depositary Unit from the proceeds of the matured Treasury Obligations, ~~sales~~plus ~~and~~(2) a ~~operating~~pro ~~expenses~~rata ~~for~~portion of the net proceeds from the ~~Wasson~~sale ~~Willard~~of ~~Unit~~Net ~~are~~Profits ~~related~~Royalties, to ~~calendar~~the ~~year~~extent ~~2003.~~not ~~These~~previously ~~are~~distributed. Following the ~~last production~~Liquidation Date, ~~sales~~Holders were no longer entitled to receive quarterly distributions and ~~operating~~the Depositary ~~expenses~~Units ceased trading. Please read "Description of the Trust ~~will~~Units ~~report~~and ~~since~~Depositary Units—Termination and Liquidation of the Trust~~’s conveyed~~" ~~ownership~~ in the ~~Wasson~~Trust's ~~Willard~~2006 ~~Unit~~Annual ~~terminated~~Report on ~~December 31,~~ ~~2003~~Form 10-K.

9 General; Liquidity and Capital Resources

~~Sales~~ The ~~increased~~Trust's ~~$1.3~~results ~~million~~of ~~from~~operations ~~the~~were ~~second~~dependent ~~quarter of~~upon ~~2004 to~~ the ~~second~~sales ~~quarter~~prices ofand ~~2005.~~quantities ~~Sales increased $1.6 million due to an $11.44 per barrel increase in the average price~~ of oil ~~from~~and ~~$30.97~~gas ~~per~~produced ~~barrel in~~from the ~~2004 quarter to $42.41 per barrel in the 2005 quarter and due to a $0.98~~Royalty ~~per~~Properties, ~~Mcf increase in~~ the ~~average~~costs ~~gas~~of ~~price~~producing ~~during~~such ~~the~~resources ~~same~~and ~~period. A decrease in~~ the ~~second~~amount ~~quarter 2005’s production~~ of ~~approximately~~capital ~~7,700~~expenditures ~~barrels~~made ofwith ~~oil equivalent~~respect ~~(“Boe”) caused sales~~ to ~~decrease~~such $0properties.3 ~~million.~~

~~Sales~~ Since, on ~~increased~~an ~~$3.3~~equivalent ~~million~~basis, ~~from~~ the ~~first~~majority ~~half~~ of ~~2004~~ to the ~~first~~Trust's ~~half~~proved ofreserves ~~2005.~~are ~~Sales~~crude ~~increased~~oil, ~~$3.5 million~~even ~~due~~relatively tomodest ~~a $12.70~~changes ~~per~~in ~~barrel~~crude ~~increase~~oil inprices ~~the~~may ~~average~~significantly ~~price~~affect ofthe ~~oil~~Trust's ~~from~~revenues and ~~$29.20~~results ~~per~~of ~~barrel in~~operations. ~~the~~Crude ~~first~~oil ~~half~~prices ofare ~~2004~~subject to ~~$41.90~~significant ~~per~~changes ~~barrel~~ in ~~the~~response ~~first~~to ~~half~~fluctuations ofin ~~2005~~the domestic and ~~due~~ toworld ansupply ~~$0.81~~and ~~per~~demand ~~Mcf~~and ~~increase~~other inmarket ~~the~~conditions ~~average~~as ~~gas~~well ~~price~~as ~~from $4.63 in~~ the world ~~first~~political ~~half~~situation ofas ~~2004~~it toaffects ~~$5.44~~OPEC ~~during~~and ~~the~~other ~~first~~oil ~~half~~producing ~~of 2005~~countries. AIn ~~decrease~~addition, ina ~~first half~~substantial ~~2005’s~~portion ~~production~~ of ~~approximately~~the ~~8,100~~Trust's ~~Boe~~revenues ~~caused~~come ~~sales~~from toproperties ~~decrease~~which ~~by $0.2~~produce ~~million~~sour (i.e., ~~This~~high ~~decrease~~sulfur ~~was~~content) crude ~~due~~oil ~~mainly~~which tosells ~~the~~at ~~termination~~prices oflower ~~the~~than ~~Trust’s conveyed~~sweeter ~~ownership~~(i.e., inlow ~~the~~sulfur ~~Wasson~~content) ~~Willard~~crude ~~Unit~~oils.

~~Sales increased $0.6 million from the second quarter~~ Natural ofgas ~~2005~~prices tofluctuate ~~the third quarter of 2005~~ due to anweather ~~increase in production of approximately 12~~conditions,~~900~~ ~~Boe. The increase was primarily due to an increase in production from~~ the ~~Net~~level ~~Profits Royalty properties. The $0.47 per barrel increase in the average price~~ of ~~oil~~natural ~~from~~gas ~~$42.41 per barrel~~ in ~~the~~storage, ~~second quarter of 2005 to $42.88 per barrel in~~ the ~~third~~relative ~~quarter~~balance ofbetween ~~2005~~supply and ~~the~~demand ~~$0.11~~and ~~per~~other ~~Mcf decrease~~economic ~~in the average gas price from $5~~factors.83 ~~in the second quarter of 2005 to $5.72 in the third quarter of 2005 did not have a significant effect on the change in sales.~~

~~Proceeds~~ Trust expenses ~~from~~included ~~the~~accounting, ~~sales~~engineering, legal and other professional fees, Trustee fees, an administrative fee paid to Devon and other out-of-pocket expenses. ~~property~~The ~~were~~Trust's $2ability to pay expenses primarily depended on receipt of royalty income.4 ~~million during~~Devon had the ~~third~~ability, ~~quarter~~at ofits ~~2005~~sole ~~due~~discretion and without obligation to ~~the~~do ~~sale~~so, ofto ~~certain~~advance ~~Net~~funds ~~Profits~~to ~~Royalty~~the ~~properties~~Trust into enable the ~~period~~Trust to pay expenses. AsThe aTrustee ~~result~~was authorized to borrow funds required to pay liabilities of the ~~property divestitures~~Trust, itprovided ~~is expected~~ that ~~production~~any ~~will~~such ~~decrease~~borrowings were repaid in ~~the~~full ~~fourth~~prior ~~quarter~~to making further distributions to Holders. As of ~~2005~~June 30, 2007, there were no outstanding advances to the Trust from Devon.

~~Operating~~ ~~expenses~~Results ~~remained essentially flat from the second quarter~~ of 2004 to the second quarter of 2005 and from the second quarter of 2005 to the third quarter of 2005. Operating expenses increased $0.4 million from the first half of 2004 to the first half of 2005. Operating expenses may fluctuate from quarter to quarter due to the timing of payments.Operations

~~Proceeds~~ Royalty ~~from~~income ~~the~~is ~~Net~~recorded ~~Profits~~by ~~Royalties~~the ~~are~~Trust ~~net~~when ~~of capital~~received, ~~expenditures~~generally ~~with~~during ~~respect~~the toquarter following the ~~development~~end of the ~~Net~~quarter ~~Profits~~in which revenues ~~Properties.~~are ~~Capital~~received ~~expenditures~~and ~~were~~costs ~~$12,000,~~and ~~$13,000,~~expenses ~~$18,000~~are ~~and~~paid ~~$71,000~~by ~~for~~ Devon. Cash proceeds from the ~~second~~Royalty ~~quarter~~Properties ofmay ~~2005,~~fluctuate ~~the~~from ~~second~~quarter to quarter ofdue ~~2004,~~to the ~~six~~timing ~~months~~of ~~ended~~receipts and payment of revenues and costs ~~2005~~and expenses as well as changes in prices and production volumes. The following table reflects pertinent information with respect to the ~~third~~cash ~~quarter~~proceeds offrom ~~2005,~~the ~~respectively.~~Royalty ~~Capital~~Properties ~~recoveries~~and ~~were~~the net ~~$179,000~~distributable ~~for~~cash of the ~~six~~Trust. ~~months~~The ~~ended~~information ~~2004.~~presented with respect

~~Cash withheld for trust expenses increased $250,000 from the second quarter of 2005 to the third quarter of 2005 to repay advances from Devon Energy Corporation.~~9

10to the third quarter of 2007 reflects revenues received and costs and expenses paid by Devon in the second quarter of 2007. On August 31, 2007, the Trust made a cash distribution of $3.0 million, or $0.47686 per Trust Unit, to unitholders of record on August 15, 2007.

Forward Looking Statements

			Three Months Ended June 30,						Six Months Ended June 30,

			Three Months Ended June 30,						Six Months Ended June 30,						Third Quarter 2007
			2007			2006			2007			2006			Third Quarter 2007
						(Restated)						(Restated)
*Volumes and Prices*
	Oil volumes (Bbls):
		Wasson ODC royalty		60,200			62,200			122,400			128,600			60,200
		Net profits royalties		26,259			25,787			60,954			58,389			29,164
	Gas volumes (Mcf):
		Net profits royalties		173,602			196,663			395,425			427,259			146,301
	Oil average prices ($/Bbl):
		Wasson ODC royalty	$	52.73		$	55.92		$	53.04		$	54.93		$	58.52
		Net profits royalty		48.18			53.55			52.96			53.70			49.53
	Gas average prices ($/Mcf):
		Net profits royalties		5.95			9.36			5.66			8.62			6.45
*Cash Proceeds and Distributable Cash (in thousands, except per unit data)*
	Wasson ODC royalty:
		Sales	$	3,174		$	3,479		$	6,492		$	7,064		$	3,523
		Operating expenses		(161	)		(241	)		(395	)		(411	)		(177	)

				3,013			3,238			6,097			6,653			3,346

	Net profits royalty:
		Sales		2,306			3,230			5,485			6,835			2,397
		Proceeds from property sales		270			356			270			356			39
		Operating (expenses) recoveries		(403	)		769			(938	)		226			(413	)
		Capital (expenditures) recoveries		(11	)		(124	)		(58	)		319			(3	)

				2,162			4,231			4,759			7,736			2,020

Total royalties				5,175			7,469			10,856			14,389			5,366
Administrative fee to Devon Energy Corporation				(81	)		(78	)		(160	)		(154	)		(81	)
Overpayment (underpayment) made to Trust in error				—			96			—			(454	)		—
Recoupment of past overpayments				(1,892	)		—			(1,892	)		—			(1,981	)

Payment received				3,202			7,487			8,804			13,781			3,304
Cash withheld for trust expenses				(650	)		(100	)		(725	)		(200	)		(300	)

Distributable cash			$	2,552		$	7,387		$	8,079		$	13,581		$	3,004

Distributable cash per unit			$	0.40513		$	1.17243		$	1.28244		$	2.15567		$	0.47686

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes certain statements (other than statements of historical fact) that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used herein, the words “anticipates,” “expects,” “believes,” “intends” or “projects” and similar expressions are intended to identify forward-looking statements. It is important to note that actual results could differ materially from those projected by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable and such forward-looking statements are based upon the best data available at the time this report is filed with the Securities and Exchange Commission, no assurance can be given that such expectations will prove correct. Factors that could cause results to differ materially from the results discussed in such forward-looking statements include: production variances from expectations, volatility of oil and gas prices, the need to develop and replace reserves, capital expenditures required to fund operations, environmental risks, uncertainties about estimates of reserves, competition and government regulation and political risks. All such forward-looking statements in this document are expressly qualified in their entirety by the cautionary statements in this paragraph.10

~~Item~~ Sales decreased $1.2 million from the second quarter of 2006 to the second quarter of 2007. Sales decreased $0.9 million due to a $3.87 ~~Quantitative~~per barrel decrease in the average price of oil from $55.22 per barrel in the second quarter of 2006 to $51.35 per barrel in the second quarter of 2007 and ~~Qualitative~~due ~~Disclosures~~to ~~About~~a ~~Market~~$3.41 ~~Risk~~per Mcf decrease in the average gas price from $9.36 per Mcf in the second quarter of 2006 to $5.95 in the second quarter of 2007. Production on a barrels of oil equivalent ("Boe") basis from the second quarter of 2006 to the second quarter of 2007 decreased approximately 5,000 Boe, causing sales to decrease $0.3 million. This decrease in production was primarily the result of the sale of certain Net Profits Properties in 2005 and 2006 and natural production declines.

~~Disclosures~~ Sales decreased ~~About~~$1.9 million ~~Market~~from ~~Risk~~the first half of 2006 to the first half of 2007. Sales decreased $1.4 million due to a $1.54 per barrel decrease in the average price of oil from $54.55 per barrel during the first half of 2006 to $53.01 per barrel during the first half of 2007 and due to a $2.96 per Mcf decrease in average gas price from $8.62 per Mcf during the first half of 2006 to $5.66 per Mcf during the first half of 2007. Production on a Boe basis from the first half of 2006 to the first half of 2007 decreased approximately 9,000 Boe, causing sales to decrease $0.5 million. This decrease in production was primarily the result of the sale of certain Net Profits Properties in 2005 and natural production declines.

~~Not~~ Sales increased ~~applicable~~$0.4 million from the second quarter of 2007 to the third quarter of 2007. Production on a Boe basis from the second quarter of 2007 to the third quarter of 2007 decreased approximately 2,000 Boe, causing sales to decrease by $0.1 million. Sales increased $0.5 million due to a $0.50 per Mcf increase in the average gas price from $5.95 per Mcf in the second quarter of 2007 to $6.45 per Mcf in the third quarter of 2007, and a $4.24 per barrel increase in the average price of oil from $51.35 per barrel in the second quarter of 2007 to $55.59 per barrel in the third quarter of 2007.

~~Item~~ In the 4second quarter of 2007, the Trust sold interests in wells in Reagan County, Texas, for proceeds of $0.3 million, ~~Controls~~or ~~and~~$0.04286 ~~Procedures~~per Trust Unit. In the third quarter of 2007, the Trust sold interests in wells in Barber County, Kansas for proceeds of $0.04 million, or $0.006237 per Trust Unit.

~~Evaluation~~ Operating expenses increased $1.1 million from the second quarter of ~~Disclosure~~2006 ~~Controls~~to the second quarter of 2007, increased $1.1 million from the first half of 2006 to the first half of 2007 and ~~Procedures~~were flat from the second quarter of 2007 to the third quarter of 2007. This activity was primarily due to an out-of-period adjustment related to the Net Profits Royalties. In the second quarter of 2006, Devon determined that in prior periods, it had overstated certain of the Trust's operating expenses in the calculations of the Net Profits Royalties. Accordingly, in the second quarter of 2006, Devon remitted $1.3 million or $0.20973 per Trust Unit to the Trust to adjust for the prior periods' overstatement of expenses.

~~The~~ Proceeds from ~~Trustee~~the ~~maintains~~Net ~~disclosure~~Profits ~~controls~~Royalties ~~and procedures~~are ~~designed~~net toof ~~ensure~~capital ~~that~~expenditures ~~information~~with ~~required~~respect to bethe ~~disclosed~~development byof the ~~Trust~~ inNet ~~the~~Profits ~~reports~~Properties. ~~that~~Capital itexpenditures ~~files~~(recoveries) orwere ~~submits under the Exchange Act of 1934~~$11,000, ~~as amended~~$124,000, ~~is recorded~~$58,000, ~~processed~~$(319,000) ~~summarized~~ and ~~reported~~$3,000 ~~within~~for the ~~time periods~~second ~~specified~~quarter inof ~~the~~2007, ~~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~~second isquarter ~~accumulated~~of ~~and communicated~~2006, ~~by Devon from~~ the ~~working~~six ~~interest~~months ~~owners~~ended ~~to JPMorgan Chase Bank~~2007, ~~N.A.,~~ asthe ~~Trustee~~six ofmonths ~~the~~ended ~~Trust,~~2006 and ~~its~~the ~~employees~~third ~~who~~quarter ~~participate in the preparation~~ of ~~the~~2007, ~~Trust’s periodic reports as appropriate to allow timely decisions regarding required disclosure~~respectively.

As Cash withheld offor ~~the~~trust ~~end~~expenses ofdecreased ~~the period covered by this report~~$350, ~~the~~000 ~~Trustee~~from ~~carried out an evaluation of~~ the ~~Trust’s~~second ~~disclosure~~quarter ~~controls and procedures. Mike Ulrich, as Trust Officer~~ of ~~the~~2007 ~~Trustee,~~to ~~has concluded that~~ the ~~disclosure~~third ~~controls~~quarter ~~and procedures~~ of ~~the Trust are effective~~2007.

~~Due~~ toOverpayments ~~the contractual arrangements~~ of ~~(i) the Trust~~Previous ~~Agreement~~Distributions and ~~(ii) Devon’s~~Subsequent conveyances of the Royalty Interests to the Trust regarding information furnished by the working interest owners, the Trustee relies on (A) information provided directly by the working interest owners, including historical operating data, plans for future operating and capital expenditures, reserve information and information relating to projected production, (B) information from Devon, including information that is collected by Devon from the working interest owners, and (C) conclusions and reports regarding reserves by the Trust’s Recoupments

11 In March 2007, in preparation for the Trust's sale of the Net Profits Royalties in conjunction with the liquidation of the Trust, Devon began a review of its files relating to the Net Profits Royalties. As a result of this review, Devon identified a number of overpayments it had made to the Trust related to

independent reserve engineers. Neither the Trustee, the Trust nor the Holders will be able to influence or control the operation or future development of the Royalty Properties. See Item 1 “Business—Other Matters” in the Trust’s Form 10-K for the year ended December 31, 2004 for a description of certain risks relating to these arrangements and reliance.11

~~Changes in Internal Controls. To~~royalty ~~the~~interests ~~knowledge~~that of the ~~Trustee,~~Trust ~~there~~did ~~have~~ not ~~been~~actually ~~any~~own. ~~changes~~Devon indetermined and the ~~Trust’s~~Trustee ~~internal control~~ultimately ~~over~~agreed ~~financial~~that ~~reporting~~for ~~during~~ the ~~fiscal~~seven-year ~~quarter~~period ended ~~June~~December 3031, ~~2005~~ ~~that~~2006 ~~have materially affected, or are reasonably likely to materially affect,~~ the Trust’s ~~internal~~had ~~control~~been overpaid ~~over~~by ~~financial~~approximately ~~reporting~~$10.6 million. The ~~Trustee notes~~portion ~~for~~of ~~purposes~~this oftotal ~~clarification~~overpayment that itrelates ~~has~~to ~~no authority over~~2006, 2005 and ~~makes~~2004 ~~no statement~~was ~~concerning~~$0.3 million, ~~the~~$3.0 million ~~internal controls of Devon~~ and ~~the working interest~~$4.4 million, ~~owners~~respectively.

12 Throughout 2007 Devon recouped approximately $7.7 million of the overpayments as allowed by the conveyances to the Trust.

~~PART II~~ Sale of Net Profits Royalties

~~OTHER~~ On ~~INFORMATION~~December 19, 2007, the Trustee announced that it had completed the sale of all of the Net Profits Royalties held by the Trust to Amen Properties, Inc. and certain other purchasers. The aggregate price for the assets sold was approximately $51.5 million, after making adjustments pursuant to the purchase agreement.

~~Items~~ The Trustee 1distributed the net proceeds of the sale (after deducting amounts necessary to pay all fees, 2expenses, 3liabilities and other obligations of the Trust, 4and after setting aside any amounts the Trustee determined to hold in reserve, and subject to post-closing adjustments under the purchase agreement) on February &29, 52008 to unitholders of ~~Part~~record at the close of business on February II14, ~~are~~2008. ~~not~~The distribution was made concurrently with the Trust's distribution for ~~applicable~~the ~~and~~quarter ~~have~~ending ~~been~~December 31, ~~omitted~~2007.

~~Item~~ The United 6States Treasury book-entry securities representing stripped-interest coupons held by the Trustee as Custodian matured on February 15, 2008. ~~Exhibits~~Unitholders of record at the close of business on February 14, 2008 were entitled to receive the cash proceeds from the matured Treasury Obligations on deposit with the Custodian. The cash proceeds were distributed as promptly as practicable on or after February 15, 2008.

~~(a) Exhibits~~ The Trust was liquidated on February 15, 2008. After that date the Trustee continued to act as trustee of the trust estate for purposes of distributing the trust estate and winding up the affairs of the Trust.

		SEC File or Registration Number		Exhibit Number
3(a)*	Form of Trust Agreement of Santa Fe Energy Trust		33-51760		3.1
4(a)*	Form of Custodial Deposit Agreement		33-51760		4.2
4(b)*	Form of Secure Principal Energy Receipt (included as Exhibit A to Exhibit 4(a))		33-51760		4.1
10(a)*	Form of Net Profits Conveyance (Multi-State)		33-51760		10.1
10(b)*	Form of Wasson Conveyance		33-51760		10.2
10(c)*	Form of Louisiana Mortgage		33-51760		10.3
31	Certification required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934
32	Certification required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350

The Trustee instructed the Trust's transfer agent to stop transfer of the Trust's units immediately following the close of business on February 14, 2008 and requested that the New York Stock Exchange delist the units at that time. The Trust's reporting obligations under the Securities Exchange Act of 1934, as amended, subsequently terminated.

* Indicates exhibit previously filed with the SEC as indicated and incorporated herein by reference.12

13 Forward Looking Statements

~~SIGNATURE~~ Management's Discussion and Analysis of Financial Condition and Results of Operations includes certain statements (other than statements of historical fact) that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used herein, the words "anticipates," "expects," "believes," "intends" or "projects" and similar expressions are intended to identify forward-looking statements. It is important to note that actual results could differ materially from those projected by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable and such forward-looking statements are based upon the best data available at the time this report is filed with the Securities and Exchange Commission, no assurance can be given that such expectations will prove correct. All such forward-looking statements in this document are expressly qualified in their entirety by the cautionary statements in this paragraph.

~~Pursuant to~~ ~~the requirements of the Securities Exchange Act 1934, the Registrant has~~ ~~duly~~ ~~caused this report to be signed on its behalf by the undersigned,~~ ~~thereunto~~ Item ~~duly~~3. ~~authorized,~~Quantitative onand ~~the~~Qualitative ~~8th~~Disclosures ~~day~~About ofMarket ~~August, 2005.~~Risk

~~SANTA~~ FEDisclosures ~~ENERGY~~About ~~TRUST~~Market ~~(Registrant) By JPMORGAN CHASE BANK, N.A., TRUSTEE By Mike Ulrich Vice President and Trust Officer~~Risk

~~Date:~~ Not ~~August 8,~~applicable. ~~2005~~

~~The~~ ~~Registrant, Santa Fe Energy Trust, has no~~ ~~principal~~ ~~or chief executive officer, principal or chief financial officer,~~ ~~controller~~ Item ~~or principal accounting officer, board of directors or persons performing similar functions~~4. ~~Accordingly,~~Controls ~~no additional signatures are available~~ and ~~none have been provided.~~Procedures

14(a) Background

As a result of the issues described in the Trust's Annual Report on Form 10-K for the year ended December 31, 2006 (the "2006 Annual Report") and in the Trust's prior Current Reports on Form 8-K regarding certain overpayments Devon made to the Trust and related issues regarding the Trust's ownership of certain assets, the Trustee of the Trust concluded on May 1, 2007 that the Trust's previously-issued financial statements should no longer be relied upon, as set forth in the Trust's Report on Form 8-K filed on May 3, 2007. The Trustee subsequently determined to restate the Trust's financial statements for the years ended December 31, 2005 and 2004 to identify overpayments made to the Trust. The restated financial statements are included in the Trust's 2006 Annual Report. The adjustments made as a result of the restatement are more fully discussed in Note 8 of the Notes to the Financial Statements of Santa Fe Energy Trust for the year ended December 31, 2006 and in Part II—Item 7—"Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Trust's Annual Report.

As a result of the restatement and the issues leading to the restatement, the Trustee has identified deficiencies in the Trust's internal control over financial reporting that led to the failure to prevent or detect the errors which led to the restatement. The Trustee has concluded that the control deficiencies represented a material weakness in the Trust's internal control over financial reporting. These matters are discussed more fully below.

(b) Disclosure Controls and Procedures

The Trust 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 Devon to The Bank of New York Mellon Trust Company, N.A., as 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 Trustee carried out an evaluation of the Trust's disclosure controls and procedures. Based upon that evaluation and the restatement of the Trust's financial statements as described above, which arose from the material weakness in internal control over financial reporting described herein, Mike Ulrich, as Trust Officer of the Trustee, has concluded that the Trust's disclosure controls and procedures were not effective as of June 30, 2007. However, based on the additional procedures performed by Devon and the independent consultants retained by Devon during 2007, and the additional procedures performed by the independent oil and gas auditing firm retained by the Trustee to review the work performed by Devon and its consultants, the Trustee believes that the financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the financial position and results of operations and cash flows of the Trust as of the dates, and for the periods presented in accordance with generally accepted accounting principles.

Due to the contractual arrangements of (i) the Trust Agreement and (ii) Devon's conveyances of the Royalty Interests to the Trust regarding information furnished by the working interest owners, the Trustee historically relied on (i) information provided by Devon and the working interest owners, including all information relating to the Royalty Properties burdened by the Royalty Interests, such as operating data, data regarding operating and capital expenditures, geological data relating to reserves, information regarding environmental and other conditions relating to the Royalty Properties, liabilities and potential liabilities potentially affecting the revenues to the Trust's interest, the effects of regulatory changes and of the compliance of the operators of the Royalty Properties with applicable laws, rules and regulations, the number of producing wells and acreage, and plans for future operating and capital expenditures, and (ii) conclusions of independent reserve engineers regarding reserves. The conclusions of the independent reserve engineers are based on information received from Devon and the working interest owners.

Prior to 2007, the Trustee reviewed the quarterly information provided to the Trustee by Devon, as well as the annual information provided to the Trustee by the Trust's independent reserve engineers regarding reserves, and discussed the information as it deemed appropriate with representatives of Devon and the engineers. However, prior to 2007, as previously disclosed, the Trustee ultimately relied on the information provided and did not have controls or procedures in place to verify certain of the accuracy of the information Devon provided to the Trustee or that Devon provided to the engineers. Specifically, the Trustee did not have internal controls or procedures in place to verify that the information Devon furnished to the Trust's independent petroleum engineers was accurate or that the quarterly payments Devon made to the Trust under the Conveyances to the Trust were complete and related to specific properties in which the Trust held an interest.

(c) Changes in Internal Control Over Financial Reporting.

During 2007 (including the period covered by this report) there were changes in the Trust's internal control over financial reporting that materially affected the Trust's internal control over financial reporting. As a result of the material weakness described in the 2006 Annual Report, in addition to committing internal resources to the review, Devon retained independent oil and gas title

consultants from two consulting firms, which reviewed Devon's title files relating to the Trust, to determine whether Devon had actually included interests not owned by the Trust in the reports previously sent to the Trustee and to the Trust's independent petroleum engineers, and whether it had actually overpaid the Trust. In addition, the Trustee retained outside consultants to review the work being performed by Devon and its outside consultants. In the opinion of the Trustee, the reviews conducted by Devon and the consulting firms it retained and the review conducted by the consulting firm retained by the Trustee, materially affected the Trust's internal control over financial reporting during 2007, including the period covered by this report.

PART II
OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Risk factors for the Trust prior to its liquidation are included in Item 1A. "Risk Factors" in the Trust's 2006 Annual Report on Form 10-K. The Trust liquidated in early 2008.

Item 6. Exhibits

(a): Exhibits



3	(a)*	Form of Trust Agreement of Santa Fe Energy Trust	33-51760	3.1
4	(a)*	Form of Custodial Deposit Agreement	33-51760	4.2
4	(b)*	Form of Secure Principal Energy Receipt (included as Exhibit A to Exhibit 4(a))	33-51760	4.1
10	(a)*	Form of Net Profits Conveyance (Multi-State)	33-51760	10.1
10	(b)*	Form of Wasson Conveyance	33-51760	10.2
10	(c)*	Form of Louisiana Mortgage	33-51760	10.3
31		Certification required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934.
32		Certification required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

*: Previously filed.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 21st day of May 2010.


		SANTA FE ENERGY TRUST (Registrant)
		By		THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., TRUSTEE
		By		/s/ MIKE ULRICH Mike Ulrich Vice President and Trust Officer

The Registrant, Santa Fe Energy Trust, has no principal or chief executive officer, principal or chief financial officer, controller or principal accounting officer, board of directors or persons performing similar functions. Accordingly, no additional signatures are available and none have been provided.

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SPECIAL NOTE
PART I—FINANCIAL INFORMATION

Item 1. Financial Statements .

SANTA FE ENERGY TRUST STATEMENTS OF CASH PROCEEDS AND DISTRIBUTABLE CASH (Unaudited) (In thousands, except per unit data)
STATEMENTS OF ASSETS AND TRUST CORPUS (In thousands, except unit data)
SANTA FE ENERGY TRUST STATEMENTS OF CHANGES IN TRUST CORPUS (Unaudited) Six Months Ended June 30, 2007 and 2006 (In thousands)
SANTA FE ENERGY TRUST NOTES TO FINANCIAL STATEMENTS (Unaudited)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

Item 6. Exhibits

SIGNATURE

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