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 Report (Date of earliest event reported): ~~October~~June 296, ~~2012~~2013 (May 31, 2013)

LL&E ROYALTY TRUST

(Exact name of Registrant as specified in its charter)



Texas	1-8518	76-6007940
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~James~~Roger ED. ~~Barlett~~Parsons, Trustee

~~5082~~354 ~~East~~Indusco ~~Hampden Avenue, Suite 148~~Ct.

~~Denver~~Troy, ~~Colorado~~Michigan ~~80222~~48083

(Address of principal executive offices)

Registrant’s Telephone Number, including area code: (~~303~~248) ~~789~~ 585-~~5959~~9900 x3121

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. below):

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 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On ~~October 10~~May 31, ~~2012~~2013, James E. Barlett, asthe trustee (~~the~~ “Trustee”) of the LL&E Royalty Trust (the “Trust”), ~~received~~held a ~~reserve~~meeting ~~report as of December 31, 2011~~ (the “~~Reserve~~Special ~~Report~~Meeting”) ~~prepared~~of ~~for~~holders ~~the~~of ~~Trust~~units ~~by its independent petroleum engineers, Miller and Lents, Ltd.~~ (“~~Miller and Lents~~Units”), ~~relating solely~~ to ~~the~~vote ~~Trust’s interests in the Jay Field, South Pass 89, and Offshore Louisiana. The Reserve Report, which is based~~ on ~~information furnished to Miller and Lents by~~ the ~~working~~following interest owners, indicates that, as of December 31, 2011, the estimated future net revenues attributable to the interests held by the Trust in the Jay Field, South Pass 89, and Offshore Louisiana are $38.6 million, and that the standardized measure of discounted estimated future net cash flows, discounted at 10% annually in accordance with SEC guidelines, is $25.7 million. The estimated future net revenues and the standardized measure of discounted estimated future net cash flows have not been adjusted to account for production since December 31, 2011 or for changes in market prices after that date.proposals:

In1. ~~the~~To ~~Reserve~~remove ~~Report,~~James ~~Miller~~E. ~~and~~Barlett ~~Lents~~as ~~estimated~~trustee ~~that~~of LL&E Royalty Trust, and appoint Roger D. Parsons as successor trustee, all pursuant to Section 8.01 of ~~December 31~~the Trust Agreement of LL&E Royalty Trust dated June 1, ~~2011~~1983, ~~there~~as ~~were~~amended ~~approximately~~(“Proposal ~~377~~1”); ~~thousand~~2. ~~barrels~~To amend Section 8.03 of ~~oil~~the ~~and~~Trust ~~natural~~Agreement ~~gas~~removing ~~liquids~~the requirement that a trustee appointed pursuant to Section 8.03 shall be a national banking association domiciled in the United States which has a capital surplus and 29undivided ~~million~~profits ~~cubic~~of ~~feet~~at least One Hundred Million Dollars ($100,000,000.00) (“Proposal 2”); 3. To amend Section 1 of ~~natural~~Exhibit ~~gas~~IV of ~~imputed~~the ~~proved~~Trust ~~reserves~~Agreement ~~attributable~~relating to Trustee compensation to propose an increase in the minimum annual charge and include a fee escalator beginning on January 1, 2014 (“Proposal 3”); 4. To amend Section 9.01(a) of the Trust’s ~~interests~~Agreement to provide for the termination of the Trust, in the ~~Jay~~event ~~Field~~net revenues of the Trust in any two successive years have decreased or are such that, ~~South~~in ~~Pass~~the 89sole opinion of the Trustee, the Trust is no longer economically viable; provided, however, that the Trustee shall not take into account decreased net revenues in any given year due to Force Majeure Events (“Proposal 4”); 5. To amend Section 4.04 of the Trust Agreement relating to delivery of certain reports required to be provided by the Trustee pursuant to Section 4.04 to the holders of certificates, to propose that in lieu of delivery of such reports by United States mail, the Trustee may deliver any such reports to the holders of certificates through publication via filing with the Securities and ~~Offshore~~Exchange ~~Louisiana~~Commission, ~~approximately~~Internet ~~98%~~notification or through other electronic means (“Proposal 5”); 6. To amend Section 9.02 of ~~which~~the ~~were~~Trust ~~proved~~Agreement ~~developed~~to ~~producing~~provide that the Trustee may sell for cash, in connection with a plan to terminate the Trust, in one or more sales, all the assets held in the Trust (“Proposal 6”); and ~~approximately~~7. 2%To amend Section 6.12 of the Trust Agreement to provide that the Trustee is authorized to borrow such amounts necessary to prosecute or defend any action by or against the Trust as the Trustee deems advisable and to reimburse any unitholder for any legal expenses or costs advanced by the unitholder which were ~~proved~~expended ~~undeveloped~~for the benefit of the Trust (“Proposal 7” and together with Proposal 1, Proposal 2, Proposal 3, Proposal 4, Proposal 5 and Proposal 6, the “Proposals”).

~~The~~At ~~average~~the ~~price~~Special ~~assumptions~~Meeting, ~~used~~13,275,100.815 inUnits ~~preparing~~of the ~~estimates~~Trust were ~~$108.18~~present ~~per~~in ~~barrel~~person ofor ~~oil,~~represented ~~$67~~by proxy.99 The ~~per~~following ~~barrel~~table oflists ~~natural~~the ~~gas~~final ~~liquids,~~voting ~~and~~results ~~$4.12~~for ~~per~~the ~~Mcf~~Special ~~for gas.~~Meeting:

The Trust’s prior reserve report from Miller and Lents as of September 30, 2010 (which was included as Appendix A to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on August 19, 2011) estimated that future net revenues attributable to the interests held by the Trust in the Jay Field, South Pass 89, and Offshore Louisiana were $8.9 million, and that the discounted estimated future net cash flows, discounted at 10% annually, was $4.8 million. This represents a 334% increase in the estimated future net revenues attributable to the interests held by the Trust, and a 435% increase in the discounted estimated future net cash flows.


	For		Against		Abstentions
Proposal 1		12,814,471.990		289,018.608		171,610.217
Proposal 2		12,954,124.206		189,468.608		101,545.000
Proposal 3		12,415,959.321		688,485.608		140,692.885
Proposal 4		12,960,635.206		166,622.608		117,880.000
Proposal 5		12,784,119.206		347,367.608		113,653.000
Proposal 6		12,976,053.206		160,953.608		108,131.000
Proposal 7		12,576,720.321		533,142.608		135,274.885

InThe ~~its~~Proposals ~~prior reserve report as of September 30, 2010, Miller and Lents reported that the escrow balances~~ were ~~approximately~~approved ~~$4.5~~by ~~million, $9.4 million, and $10.6 million for~~ the ~~Jay~~Trustee ~~Field, South Pass 89,~~ and ~~Offshore Louisiana respectively. In~~ the ~~current~~certificate ~~Reserve~~holders ~~Report,~~holding ~~these~~certificates ~~escrow~~representing ~~balances~~a ~~were~~majority ~~$19.6 million, $12.1 million, and $8.1 million, respectively, as~~ of ~~December~~the 31Units, ~~2011. The~~which ~~Reserve~~is ~~Report also stated that~~ the ~~estimate~~voting ofstandard ~~the~~required ~~future~~by ~~dismantlement costs net of salvage value to~~ the ~~working interest in Jay Field, South Pass 89, and Offshore Louisiana were $16~~Trust.1 million, $11.3 million, and $9.9 million, respectively. The Reserve Report also stated that Excess Production Costs to the Working Interest Owner's working interest to be recovered from future Net Proceeds from Jay Field, South Pass 89, and Offshore Louisiana as of December 31, 2011, were approximately $12.8 million, $1.9 million, and $3.6 million, respectively.

There are many uncertainties inherent in estimating quantities and values of proved reserves and in projecting future rates of production and the timing of development expenditures. The reserve data set forth in the Reserve Report, although prepared by independent engineers in a manner customary in the industry, are estimates only, and actual quantities and values of oil and gas are likely to differ from the estimated amounts set forth therein. In addition, the standardized measure of discounted estimated future net cash flows shown in the Reserve Report was prepared using guidelines established by the Securities and Exchange Commission for disclosure of reserves and should not be considered representative of the market value of such reserves. A market value determination would include many additional factors. The Trustee is not able to, and does not, make any estimate or projection of the value of the Trust’s assets or any amount that a purchaser may be willing to pay for any of the assets. Any investment in LL&E Royalty Trust Units is subject to all of the risks described in the Trust’s periodic and current reports filed with the SEC, including the risks described under the caption “Risk Factors” in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on August 19, 2011.

A copy of the Reserve Report, dated October 10, 2012, is filed herewith. Investors are cautioned to review the Reserve Report in its entirety.

The information furnished pursuant to this Item 8.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Reserve Report dated October 10, 2012 (solely furnished and not filed for purposes of Item 7.01).
4.1		First Amendment to the LL&E Royalty Trust
99.2		Press Release of the Trust dated October 29, 2012.

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 hereunto duly authorized.

	LL&E Royalty Trust
Date: October 29, 2012	By:	/s/ James E. Barlett
		James E. Barlett, Trustee

	LL&E Royalty Trust

Date: June 6, 2013	By:

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