10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2008

OR

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

Commission file number: 001-11335

Dominion Resources Black Warrior Trust

(Exact name of registrant as specified in its charter)

Delaware	75-6461716
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

U.S. Trust, Bank of America
Private Wealth Management
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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

	Name of Each Exchange on
Title of Each Class	Which Registered
Units of Beneficial Interest	New York Stock Exchange, Inc.

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o  Accelerated filer þ  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller reporting company o 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the registrant’s units of beneficial interest outstanding (based on the closing sale price on the New York Stock Exchange) held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $196,093,000.

At March 1, 2009, there were 7,850,000 units of beneficial interest outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

PART I.	4
Item 1. Business	4
GLOSSARY	4
DESCRIPTION OF THE TRUST	7
DESCRIPTION OF UNITS	13
FEDERAL INCOME TAX CONSIDERATIONS	18
ERISA CONSIDERATIONS	23
STATE TAX CONSIDERATIONS	23
REGULATION AND PRICES	25
Item 1A. Risk Factors	29
Item 1B. Unresolved Staff Comments. None	33
Item 2. Properties	34
THE ROYALTY INTERESTS	34
Item 3. Legal Proceedings	42
Item 4. Submission of Matters to a Vote of Security Holders	43
PART II.	44
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	44
Item 6. Selected Financial Data	44
Item 7. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 8. Financial Statements and Supplementary Data	53
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	53
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	64
Item 9A. Controls and Procedures	64
PART III.	67
Item 10. Directors, Executive Officers and Corporate Governance	67
Item 11. Executive Compensation	67
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	68
Item 13. Certain Relationships and Related Transactions, and Director Independence	68
Item 14. Principal Accounting Fees and Services	70
PART IV.	70
Item 15. Exhibits, Financial Statement Schedules	70
EX-23.1
EX-31.1
EX-32.1
EX-99.2

3

PART I.

     Item 1. Business.

GLOSSARY

     The following is a glossary of certain defined terms used in this Annual Report on Form 10-K.

     “Administrative Services Agreement” means the Administrative Services Agreement dated as of June 28, 1994, between Dominion Resources and the Trust, a copy of which is filed as an exhibit to this Form 10-K.

     “Assignment and Assumption Agreement” means the Assignment and Assumption Agreement dated as of July 31, 2007, between Dominion Resources and HighMount Alabama, a copy of which is filed as an exhibit to this Form 10-K.

     “Bcf” means billion cubic feet of natural gas.

     “Btu” means British Thermal Unit, the common unit of gross heating value measurement for natural gas.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Company” means HighMount Black Warrior Basin LLC, a Delaware limited liability company, as successor to Dominion Black Warrior Basin, Inc., an Alabama corporation.

     “Company Interests” means the Company’s interest in the Underlying Properties, as of June 1, 1994, not burdened by the Royalty Interests.

     “Company Interests Owner” means the Company while it owns all or part of the Company Interests and any other person or persons who acquire all or any part of the Company Interests or any operating rights therein other than a royalty, overriding royalty, production payment or net profits interest.

     “ConocoPhillips” means ConocoPhillips Corporation, successor to The River Gas Corporation.

     “Conveyance” means the Overriding Royalty Conveyance dated effective as of June 1, 1994, from the Company to the Trust, as amended by instrument dated as of November 20, 1994, copies of which are filed as exhibits to this Form 10-K.

     “Delaware Trustee” means Mellon Bank (DE) National Association.

     “Dominion Resources” means Dominion Resources, Inc., a Virginia corporation.

     “El Paso” means El Paso Merchant Energy-Gas, L.P., successor to Sonat Marketing Company.

4

     “Existing Wells” means the wells producing on the Underlying Properties as of June 1, 1994.

     “Gas” means natural gas produced and sold from the Underlying Properties.

     “Gas Purchase Agreement” means the Gas Purchase Agreement dated as of May 3, 1994, between the Company and El Paso, as successor to Sonat Marketing, as amended by instruments effective as of April 1, 1996, May 16, 1996, April 9, 1998, July 1, 1999, July 1, 2000, July 1, 2001 and July 1, 2002.

     “Grantor Trust” means a trust as to which the grantor is treated as the owner of the trust income and corpus under the applicable provisions of the Code and the Treasury Regulations thereunder.

     “Gross Proceeds” means the aggregate amounts received by the Company Interests Owner attributable to the Company Interests from the sale of Subject Gas at the central delivery points in the gathering system for the Underlying Properties.

     “Gross Wells” means the total whole number of gas wells without regard to ownership interest.

     “HighMount” means HighMount Exploration & Production LLC, a Delaware limited liability company, which is indirectly wholly-owned by Loews Corporation.

     “HighMount Alabama” means HighMount Exploration & Production Alabama LLC, a Delaware limited liability company, which is wholly-owned by HighMount.

     “Index Price” means the price published by Inside FERC Gas Market Report in its first issue of the month which posts prices for the beginning of such month for “Prices of Spot Gas Delivered to Pipelines — Southern Natural Gas Co. — Louisiana — Index,” for such month.

     “Mcf” means thousand cubic feet of natural gas. Natural gas volumes are stated herein at the legal pressure base of 14.65 or 14.73 pounds per square inch absolute, as the case may be, at 60 degrees Fahrenheit.

     “MMBtu” means million British Thermal Unit. As used herein, 992 MMBtu is deemed to be the Btu content of 1 MMcf.

     “MMcf” means million cubic feet of natural gas. As used herein, 1 MMcf is assumed to have a Btu content of 1008 MMBtu.

     “Net revenue interest” means Working Interest or mineral interest less any applicable royalties, overriding royalties or similar burdens on production prior to the Royalty Interests.

     “Net wells” and “net acres” are calculated by multiplying Gross Wells or gross acres by the ownership interest in such wells or acres.

5

     “Prospectus” means the prospectus dated June 21, 1994, as supplemented by the final prospectus supplement dated June 1, 1995, relating to the offer and sale of the Units, and forming a part of Dominion Resources’ Registration Statement on Form S-3 (No. 33-53513).

     “Ralph E. Davis & Associates” means Ralph E. Davis & Associates, independent petroleum engineers.

     “Reserve Estimate” means the estimated net proved reserves, estimated future net revenues and the discounted estimated future net revenues attributable to the Royalty Interests as of January 1, 2008, prepared by Ralph E. Davis & Associates.

     “Royalty Interests” means the overriding royalty interests conveyed to the Trust pursuant to the Conveyance entitling the holder thereof to 65 percent of the Gross Proceeds derived from the Company Interests.

     “Sonat Marketing” means Sonat Marketing Company, a Delaware Corporation.

     “Subject Gas” means Gas attributable to the Company Interests.

     “Treasury Regulations” means the United States treasury regulations promulgated under the Code.

     “Trust” means Dominion Resources Black Warrior Trust, a Delaware business trust formed pursuant to the Trust Agreement.

     “Trust Agreement” means the Trust Agreement dated as of May 31, 1994, among the Company, as grantor, Dominion Resources, the Delaware Trustee and the Trustee, as amended by instrument dated as of June 27, 1994, copies of which are filed as exhibits to this Form 10-K.

     “Trustee” means Bank of America, N.A., as successor to NationsBank of Texas, N.A. References in this Form 10-K to U.S. Trust, Bank of America Private Wealth Management also describe the legal entity Bank of America, N.A.

     “Underlying Properties” means the natural gas properties in which the Company has an interest located in the Black Warrior Basin, Tuscaloosa County, Alabama insofar as such properties include the Pottsville Formation.

     “Unitholder” means a holder of Units evidencing beneficial interest in the Trust.

     “Units” means the 7,850,000 units of beneficial interest issued by, and evidencing the entire beneficial interest in, the Trust.

     “Working Interest” generally refers to the lessee’s interest in an oil, gas or mineral lease which entitles the owner to receive a specified percentage of oil and gas production, but requires the owner of such Working Interest to bear such specified percentage of the costs to explore for, develop, produce and market such oil and gas.

6

DESCRIPTION OF THE TRUST

     Dominion Resources Black Warrior Trust is a Delaware business trust formed under the Delaware Business Trust Act, Title 12, Chapter 38 of the Delaware Code, Section 3801 et seq. (the “Delaware Code”). The following information is subject to the detailed provisions of the Trust Agreement and the Conveyance, copies of which are filed as exhibits to this Form 10-K. The provisions governing the Trust are complex and extensive, and no attempt has been made below to describe or reference all of such provisions. The following is a general description of the basic framework of the Trust and the material provisions of the Trust Agreement.

Creation and Organization of the Trust

     The Trust was initially created by the filing of its Certificate of Trust with the Delaware Secretary of State on May 31, 1994. In accordance with the Trust Agreement, the Company contributed $1,000 as the initial corpus of the Trust. On June 28, 1994, the Royalty Interests were conveyed to the Trust by the Company pursuant to the Conveyance, in consideration for the issuance to the Company of all 7,850,000 of the authorized Units in the Trust. The Company transferred all the Units to its parent, Dominion Energy, Inc., a Virginia corporation (“Dominion Energy”), which in turn transferred all the Units to its parent, Dominion Resources. Dominion Resources sold an aggregate of 6,904,000 Units to the public through various underwriters (the “Underwriters”) in June and August 1994 in the initial public offering of the Units (the “Initial Public Offering”) and sold the remaining 946,000 Units to the public through certain of the Underwriters in June 1995 pursuant to Post-Effective Amendment No. 1 to the Form S-3 Registration Statement relating to the Units (the “Secondary Public Offering” and, collectively with the Initial Public Offering, the “Public Offerings”).

     On July 31, 2007, subsidiaries of HighMount purchased certain assets from subsidiaries of Dominion Resources, including all of the equity interests in the Company which owns the interests in the Underlying Properties that are burdened by the Trusts’ Royalty Interests. The Trust continues to have ownership in the Royalty Interests burdening the Underlying Properties and such sale did not affect that ownership. In connection with the sale, Dominion Resources assigned its rights and obligations under the Trust Agreement governing the Trust and the Administrative Services Agreement to HighMount Alabama, a subsidiary of HighMount.

Assets of the Trust

     The only assets of the Trust, other than cash and temporary investments being held for the payment of expenses and liabilities and for distribution to Unitholders, are the Royalty Interests. The Royalty Interests consist of overriding royalty interests burdening the Company’s interest in the Underlying Properties. The Royalty Interests generally entitle the Trust to receive 65 percent of the Company’s Gross Proceeds. The Royalty Interests are non-operating interests and bear only expenses related to property, production and related taxes (including severance taxes). See “Properties—The Royalty Interests.”

Duties and Limited Powers of the Trustee and the Delaware Trustee

     Under the Trust Agreement, the Trustee has all powers to collect the payments attributable to the Royalty Interests and to pay all expenses, liabilities and obligations of the Trust. The Trustee has the discretion to establish a cash reserve for the payment of any liability

7

that is contingent or uncertain in amount or that otherwise is not currently due and payable. The Trustee is entitled to cause the Trust to borrow money from any source, including from the entity serving as Trustee (provided that the entity serving as Trustee shall not be obligated to lend to the Trust), to pay expenses, liabilities and obligations that cannot be paid out of cash held by the Trust. To secure payment of any such indebtedness (including any indebtedness to the Trustee), the Trustee is authorized to (i) mortgage and otherwise encumber the entire Trust estate or any portion thereof; (ii) carve out and convey production payments; (iii) include all terms, powers, remedies, covenants and provisions it deems necessary or advisable, including confession of judgment and the power of sale with or without judicial proceedings; and (iv) provide for the exercise of those and other remedies available to a secured lender in the event of a default on such loan. The terms of such indebtedness and security interest, if funds were loaned by the Trustee, must be similar to the terms that the Trustee would grant to a similarly-situated commercial customer with whom it did not have a fiduciary relationship, and the Trustee shall be entitled to enforce its rights with respect to any such indebtedness and security interest as if it were not then serving as Trustee.

     The Delaware Trustee has only such powers as are set forth in the Trust Agreement or are required by law and is not empowered to take part in the management of the Trust.

     The Royalty Interests are passive in nature and neither the Trustee nor the Delaware Trustee has any control over or any responsibility relating to the operation of the Underlying Properties. The Company does not have any contractual commitment to the Trust to develop further the Underlying Properties or to maintain its ownership interest in any of the Underlying Properties. The Company may sell the Company Interests subject to and burdened by the Royalty Interests and, absent certain conditions having been met, with the continuing benefit of HighMount Alabama’s assurances. For a description of the Underlying Properties, the Royalty Interests and other information relating to such properties, see “Properties—The Royalty Interests.”

     The Trust Agreement authorizes the Trustee to take such action as in its judgment is necessary, desirable or advisable to best achieve the purposes of the Trust. The Trustee is empowered by the Trust Agreement to employ consultants and agents (including the Company) and to make payments of all fees for services or expenses out of the assets of the Trust. The Trustee is authorized to agree to modifications of the terms of the Conveyance and to settle disputes with respect thereto, so long as such modifications or settlements do not result in the treatment of the Trust as an association taxable as a corporation for federal income tax purposes and such modifications or settlements do not alter the nature of the Royalty Interests as a right to receive a share of production or the proceeds of production from the Underlying Properties, which, with respect to the Trust, are free of any operating rights, expenses or obligations. The Trust Agreement provides that cash being held by the Trustee as a reserve for liabilities or for distribution at the next distribution date will be placed in demand deposit accounts, U.S. government obligations, repurchase agreements secured by such obligations or certificates of deposit, but the Trustee is otherwise prohibited from acquiring any asset other than the Royalty Interests and cash proceeds therefrom or engaging in any business or investment activity of any kind whatsoever. The Trustee may deposit funds awaiting distribution in an account with the Trustee provided the interest rate paid equals the interest rate paid by the Trustee on similar deposits.

8

     The Trust has no employees. Administrative functions are performed by the Trustee.

Resignation of Trustees

     The Trustee and the Delaware Trustee may resign at any time upon 60 days’ prior written notice or be removed, with or without cause, by a vote of not less than a majority of the outstanding Units, provided in each case that a successor trustee has been appointed and has accepted its appointment. Any successor must be a bank or trust company meeting certain requirements, including having capital, surplus and undivided profits of at least $100,000,000, in the case of the Trustee, and $20,000,000, in the case of the Delaware Trustee.

Transfer of Royalty Interests

     Prior to the termination of the Trust, the Trustee is not authorized to sell or otherwise dispose of all or any part of the Royalty Interests. The Trustee is authorized and directed to sell and convey the Royalty Interests without Unitholder approval upon termination of the Trust. No Unitholder approval for sales or dispositions upon termination is required even though they may constitute a disposition of all or substantially all the assets of the Trust. Any sales upon termination may be made to HighMount Alabama or its affiliates. See “—Termination and Liquidation of the Trust.”

Liabilities of the Trust

     Because of the passive nature of the Trust assets and the restrictions on the activities of the Trustee, the only liabilities the Trust has incurred are those for routine administrative expenses, such as trusteeship fees and accounting, engineering, legal and other professional fees and the administrative services fee paid to HighMount Alabama. If a court were to hold that the Trust is taxable as a corporation for federal income tax purposes, then the Trust would incur substantial federal income tax liabilities. See “Federal Income Tax Considerations.”

Liabilities of the Trustee and the Delaware Trustee

     Each of the Trustee and the Delaware Trustee may act in its discretion and is personally or individually liable only for fraud or acts or omissions in bad faith or that constitute gross negligence (and for taxes, fees and other charges on, based on or measured by any fees, commissions or compensation received pursuant to the Trust Agreement) and will not be otherwise liable for any act or omission of any agent or employee unless such Trustee has acted in bad faith or with gross negligence in the selection and retention of such agent or employee. Each of the Trustee and the Delaware Trustee (and their respective agents) is indemnified by HighMount Alabama and from the Trust assets for certain environmental liabilities, and for any other liability, expense, claim, damage or other loss incurred in performing its duties, unless resulting from gross negligence, fraud or bad faith (each of the Trustee and the Delaware Trustee is indemnified from the Trust assets against its own negligence that does not constitute gross negligence), and will have a first lien upon the assets of the Trust as security for such indemnification and for reimbursements and compensation to which it is entitled; provided that the Trustee and the Delaware Trustee are generally required to first be indemnified from the Trust assets before seeking indemnification from HighMount Alabama. HighMount Alabama also has agreed to indemnify the Trustee and the Delaware Trustee against liabilities under certain securities laws. Neither the Trustee nor the Delaware Trustee is entitled to

9

indemnification from Unitholders (except in connection with lost or destroyed Unit certificates). Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), is permitted to the Trustee pursuant to the foregoing provisions, the Trustee has been informed that in the opinion of the Securities and Exchange Commission (the “Commission”), such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Termination and Liquidation of the Trust

     The Trust will terminate upon the occurrence of: (i) an affirmative vote of the holders of not less than 66 percent of the outstanding Units to terminate the Trust; (ii) such time as the ratio of the cash amounts received by the Trust attributable to the Royalty Interests in any calendar quarter to administrative costs of the Trust for such calendar quarter is less than 1.2 to 1.0 for two consecutive calendar quarters; or (iii) March 1 of any year if it is determined, based on a reserve report as of December 31 of the prior year prepared by a firm of independent petroleum engineers mutually selected by the Trustee and the Company, that the net present value (discounted at 10 percent) of estimated future net revenues from proved reserves attributable to the Royalty Interests is equal to or less than $5 million (as applicable, the “Termination Date”). Upon such occurrence causing the Trust to terminate, the remaining assets of the Trust will be sold, the net proceeds of the sale will be distributed to Unitholders and the Trust will be wound up and a certificate of cancellation filed.

     Upon the termination of the Trust, the Trustee will use its best efforts to sell any remaining Royalty Interests then owned by the Trust for cash pursuant to the procedures described in the Trust Agreement. The Trustee will retain a nationally recognized investment banking firm (the “Advisor”) on behalf of the Trust who will assist the Trustee in selling the remaining Royalty Interests. The Company has the right, but not the obligation, within 60 days following the Termination Date, to make a cash offer to purchase all of the remaining Royalty Interests then held by the Trust. In the event such an offer is made by the Company, the Trustee will decide, based on the recommendation of the Advisor, to either (i) accept such offer (in which case no sale to the Company will be made unless a fairness opinion is given by the Advisor that the purchase price is fair to Unitholders) or (ii) defer action on the offer for approximately 60 days and seek to locate other buyers for the remaining Royalty Interests. If the Trustee defers action on the Company’s offer, the offer will be deemed withdrawn and the Trustee will then use its best efforts, assisted by the Advisor, to locate other buyers for the Royalty Interests. At the end of the 120-day period following the Termination Date, the Trustee is required to notify the Company of the highest of any other offers acceptable to the Trustee (which must be an all-cash offer) received during such period (such price, net of any commissions or other fees payable by the Trust, the “Highest Acceptable Offer”). The Company then has the right (whether or not it made an initial offer), but not the obligation, to purchase all remaining Royalty Interests for a cash purchase price computed as follows: (i) if the Highest Acceptable Offer is more than 105 percent of the Company’s original offer (or if the Company did not make an initial offer), the purchase price will be 105 percent of the Highest Acceptable Offer, or (ii) if the Highest Acceptable Offer is equal to or less than 105 percent of the Company’s original offer, the purchase price will be equal to the Highest Acceptable Offer. If no other acceptable offers are received for all remaining Royalty Interests, the Trustee may request the Company to submit another offer for consideration by the Trustee and may accept or reject such offer.

10

     If a sale of the Royalty Interests is made or a definitive contract for sale of the Royalty Interests is entered into within a 150-day period following the Termination Date, the buyer of the Royalty Interests, and not the Trust or Unitholders, will be entitled to all proceeds of production attributable to the Royalty Interests following the Termination Date.

     In the event that the Company does not purchase the Royalty Interests, the Trustee may accept any offer for all or any part of the Royalty Interests as it deems to be in the best interests of the Trust and Unitholders and may continue, for up to one calendar year after the Termination Date, to attempt to locate a buyer or buyers of the remaining Royalty Interests in order to sell such interests in an orderly fashion. If the Royalty Interests have not been sold or a definitive agreement for sale has not been entered into by the end of such calendar year, the Trustee is required to sell the remaining Royalty Interests at a public auction, which sale may be to the Company or any of its affiliates.

     The Company’s purchase rights, as described above, may be exercised by the Company and each of its successors in interest and assigns. The Company’s purchase rights are fully assignable by the Company to any person or entity. The costs of liquidation, including the fees and expenses of the Advisor and the Trustee’s liquidation fee, will be paid by the Trust.

     The Trust may terminate without Unitholder approval. Unitholders are not entitled to any rights of appraisal or similar rights in connection with the termination of the Trust. The sale of the remaining Royalty Interests and the termination of the Trust will be taxable events to the Unitholders. Generally, a Unitholder will realize gain or loss equal to the difference between the amount realized on the sale and termination of the Trust and his adjusted basis in such Units. Gain or loss realized by a Unitholder who is not a dealer with respect to such Units and who has a holding period for the Units of more than one year will be treated as long-term capital gain or loss except to the extent of any depletion recapture amount, which must be treated as ordinary income. Other federal and state tax issues concerning the Trust are discussed herein under “Business — Federal Income Tax Considerations” and “Business — State Tax Considerations.” Each Unitholder should consult his own tax advisor regarding Trust tax compliance matters, including federal and state tax implications concerning the sale of the Royalty Interests and the termination of the Trust.

Arbitration and Actions by Unitholders

     Pursuant to the Trust Agreement and the Assignment and Assumption Agreement, any dispute, controversy or claim that may arise between or among HighMount Alabama or the Company, on the one hand, and the Trustee, the Delaware Trustee or the Trust, on the other hand, in connection with or otherwise relating to the Trust Agreement or the Conveyance or the application, implementation, validity or breach thereof or any provision thereof, shall be settled by final and binding arbitration in Dallas, Texas in accordance with the Rules of Practice and Procedure for the arbitration of commercial disputes of Judicial Arbitration & Mediation Services, Inc. (or any successor thereto) then in effect. The Administrative Services Agreement also includes a provision that will require HighMount Alabama and the Trustee and the Trust to submit any dispute regarding such contract to alternative dispute resolution before litigating such matter.

11

     The Trust Agreement requires under certain circumstances that the Trustee and the Trust pursue any claims against HighMount Alabama and the Company with respect to any breach by HighMount Alabama and the Company of the terms of the Conveyance or the Trust Agreement (and requires that any such claims be brought in arbitration), without the joinder of any Unitholder. The Trust Agreement does not provide for any procedure allowing Unitholders to bring an action on their own behalf to enforce the rights of the Trust under the Conveyance and, except in the case of the failure of the Trustee to enforce certain performance obligations of HighMount Alabama to the Trust, does not provide for any procedure allowing Unitholders to direct the Trustee to bring an action on behalf of the Trust to enforce the Trust’s rights under the Conveyance. Each Unitholder has a statutory right, however, under Section 3816 of the Delaware Code to bring a derivative action in the Delaware Court of Chancery on behalf of the Trust to enforce the rights of the Trust if the Trustee has refused to bring the action or if an effort to cause the Trustee to bring the action is not likely to succeed. The procedures for the arbitration of disputes enumerated in the Trust Agreement neither bar nor restrict the statutory right of any Unitholder under Section 3816 of the Delaware Code to bring a derivative action.

     Pursuant to Section 3816 of the Delaware Code, a plaintiff in a derivative action must be a beneficial owner at the time such action is brought and (i) at the time of the transaction subject to such complaint or (ii) the Unitholder’s status as a beneficial owner must have devolved upon it by operation of law or pursuant to the terms of the governing instrument of the Trust from a person or entity who was a beneficial owner at the time of the transaction giving rise to the complaint. If a derivative action is successful, in whole or in part, or if anything is received by the Trust as a result of a judgment, compromise or settlement of any such action, the Delaware Chancery Court may award the plaintiff reasonable expenses, including reasonable attorney’s fees. If any award is so received by the plaintiff, the Delaware Chancery Court will make such award of the plaintiff’s expenses payable out of those proceeds and direct the plaintiff to remit to the Trust the remainder thereof. If the proceeds are insufficient to reimburse the plaintiff’s reasonable expenses in bringing the derivative action, the Delaware Chancery Court may direct that any such award of the plaintiff’s expenses or a portion thereof be paid by the Trust. The rights of Unitholders to bring a derivative action on behalf of the Trust provided pursuant to the Trust Agreement and Section 3816 of the Delaware Code are substantially similar to the derivative rights afforded stockholders under Section 327 of Chapter 8 of the Delaware General Corporation Law and applicable Delaware case law.

     In the event that any Unitholder was successful in bringing a derivative action on behalf of the Trust to enforce rights on behalf of the Trust against HighMount Alabama or the Company, then such Unitholder could, on behalf of the Trust, pursue such rights against HighMount Alabama or the Company, as the case may be, in the Delaware Chancery Court. The Trust Agreement does not require, and expressly provides that it shall not be construed to require, arbitration of a claim or dispute solely between the Trustee and the Delaware Trustee or of any claim or dispute brought by any person or entity, including, without limitation, any Unitholder (whether in its own right or through a derivative action in the right of the Trust) who is not a party to the Trust Agreement.

     The right of a Unitholder to bring a derivative action on behalf of the Trust with respect to HighMount Alabama’s obligation to cure certain deficiencies under the Trust Agreement is subject to the restriction that such right may only be exercised by Unitholders owning of record not less than 25 percent of the Units then outstanding (treated as a single class) and then only

12

absent action by the Trustee to enforce any such obligation within 10 days following receipt by the Trustee of a written request served upon the Trustee by such Unitholders to take such action. In such an event, Unitholders owning of record not less than 25 percent of the Units then outstanding may, acting as a single class and on behalf of the Trust, seek to enforce such obligations. See “Properties—The Royalty Interests— HighMount Alabama’s Assurances.”

DESCRIPTION OF UNITS

     Each Unit represents an equal undivided share of beneficial interest in the Trust and is evidenced by a transferable certificate issued by the Trustee. Each Unit entitles its holder to the same rights as the holder of any other Unit, and the Trust has no other authorized or outstanding class of equity security. At March 1, 2009, there were 7,850,000 Units outstanding. The Trust may not issue additional Units.

Distributions and Income Computations

     The Trustee determines for each calendar quarter the amount of cash available for distribution to Unitholders. Such amount (the “Quarterly Distribution Amount”) is equal to the excess, if any, of the cash received by the Trust attributable to production from the Royalty Interests during such calendar quarter, provided that such cash is received by the Trust on or before the last business day prior to the 45th day following the end of such calendar quarter, plus the amount of interest expected by the Trustee to be earned on such cash proceeds during the period between the date of receipt by the Trust of such cash proceeds and the date of payment to the Unitholders of such Quarterly Distribution Amount, plus all other cash receipts of the Trust during such calendar quarter (to the extent not distributed or held for future distribution as a Special Distribution Amount (as defined herein) or included in the previous Quarterly Distribution Amount) (which might include sales proceeds not sufficient in amount to qualify for a special distribution, as described in the next paragraph, and interest), over the liabilities of the Trust paid during such calendar quarter and not taken into account in determining a prior Quarterly Distribution Amount, subject to adjustments for changes made by the Trustee during such calendar quarter in any cash reserves established for the payment of contingent or future obligations of the Trust. An amount that is not included in the Quarterly Distribution Amount for a calendar quarter because such amount is received by the Trust after the last business day prior to the 45th day following the end of such calendar quarter shall be included in the Quarterly Distribution Amount for the next calendar quarter. The Quarterly Distribution Amount for each calendar quarter will be payable to Unitholders of record on the 60th day following the end of such calendar quarter, unless such day is not a business day in which case the record date will be the next business day thereafter. The Trustee will distribute the Quarterly Distribution Amount for each calendar quarter on or prior to 70 days after the end of such calendar quarter to each person who was a Unitholder of record on the record date for such calendar quarter.

     The Royalty Interests will be sold in whole or in part upon termination of the Trust. Any proceeds from sales of the Royalty Interests, plus any interest expected by the Trustee to be earned thereon, less liabilities and expenses of the Trust and amounts used for cash reserves, will be distributed to Unitholders of record on the record date established for such distribution. A special distribution will be made of undistributed cash proceeds and other amounts received by the Trust aggregating in excess of $10,000,000, plus the amount of interest expected by the Trustee to be earned on such cash proceeds during the period between the date of receipt by the

13

Trust of such cash proceeds and the date of payment to the Unitholders of such special distribution (a “Special Distribution Amount”). The record date for distribution of a Special Distribution Amount will be the 15th day following receipt of amounts aggregating a Special Distribution Amount by the Trust (unless such day is not a business day in which case the record date will be the next business day thereafter) unless such day is within 10 days prior to the record date for a Quarterly Distribution Amount in which case the record date will be the date as is established for the next Quarterly Distribution Amount. Distributions to Unitholders will be no later than 15 days after the Special Distribution Amount record date.

Conditional Right of Repurchase

     The Trust Agreement provides that Dominion Resources (and any of its successors and affiliates) has the right to repurchase all (but not less than all) outstanding Units at any time at which 15 percent or less of the outstanding Units are owned by persons or entities other than Dominion Resources and its affiliates. Subject to the following sentence, any such repurchase would be at a price equal to the greater of (i) the highest price at which Dominion Resources or any of its affiliates acquired Units during the 90 days immediately preceding the date (the “Determination Date”) that is three New York Stock Exchange (“NYSE”) trading days prior to the date on which notice of such exercise is delivered to the Unitholders and (ii) the average closing price of Units on the NYSE for the 30 trading days immediately preceding the Determination Date. If Dominion Resources or any of its affiliates acquires Units (other than an acquisition from Dominion Resources or any affiliate) during the period that is three NYSE trading days after the Determination Date at a price per Unit greater than that at which an acquisition was made during the 90-day period referred to in clause (i) of the preceding sentence, then for purposes of clause (i) of the preceding sentence the highest price used therein will be such greater price. Any such repurchase would be conducted in accordance with applicable federal and state securities laws.

     In the event that Dominion Resources elects to purchase all Units, Dominion Resources and the Trustee will, prior to the date fixed for purchase, give all Unitholders of record not less than 15 days’ nor more than 60 days’ written notice specifying the time and place of such repurchase, calling upon each such Unitholder to surrender to Dominion Resources on the repurchase date at the place designated in such notice its certificate or certificates representing the number of Units specified in such notice of repurchase. On or after the repurchase date, each holder of Units to be repurchased must present and surrender its certificates for such Units to Dominion Resources at the place designated in such notice and thereupon the purchase price of such Units will be paid to or on the order of the person or entity whose name appears on such certificate or certificates as the owner thereof. In no event may fewer than all of the outstanding Units represented by the certificates be repurchased (except for any Units held by Dominion Resources and any of its affiliates).

     If Dominion Resources and the Trustee give a notice of repurchase and if, on or before the date fixed for repurchase, the funds necessary for such repurchase are set aside by Dominion Resources, separate and apart from its other funds in trust for the pro rata benefit of the holders of the Units so noticed for repurchase, then, notwithstanding that any certificate for such Units has not been surrendered, at the close of business on the repurchase date the holders of such Units shall cease to be Unitholders and shall have no interest in or claims against Dominion Resources, the Company, the Trust, the Delaware Trustee or the Trustee by virtue thereof and

14

shall have no voting or other rights with respect to such Units, except the right to receive the purchase price payable upon such repurchase, without interest thereon and without any other distributions for record dates after the date of notice of repurchase, upon surrender (and endorsement, if required by Dominion Resources) of their certificates, and the Units evidenced thereby shall no longer be held of record in the names of such Unitholders. Subject to applicable escheat laws, any monies so set aside by Dominion Resources and unclaimed at the end of two years from the repurchase date shall revert to the general funds of Dominion Resources. After such reversion, the holders of such Units so noticed for repurchase could look only to the general funds of Dominion Resources for the payment of the purchase price. Any interest accrued on funds so deposited would be paid to Dominion Resources from time to time as requested by Dominion Resources.

     If Dominion Resources exercises and consummates its right of repurchase, then, at its option, it may cause the Trust to be terminated by providing written notice thereof to the Trustee and the Delaware Trustee. Within 30 days following written notice of Dominion Resources’ decision to terminate the Trust, the Trustee must cause any remaining Royalty Interests (and, subject to the rights of Unitholders with respect to the receipt of distributions for which a record date has been determined, all proceeds of production attributable to the Royalty Interests) and any other assets of the Trust to be conveyed to Dominion Resources or its assignee (subject to the right of such trustees to create reasonable reserves in connection with the liquidation of the Trust).

     Dominion Resources assigned its rights under the Trust Agreement to HighMount Alabama pursuant to the Assignment and Assumption Agreement.

Possible Divestiture of Units

     The Trust Agreement imposes no restrictions based on nationality or other status of Unitholders. The Trust Agreement provides, however, that in the event of certain judicial or administrative proceedings seeking the cancellation or forfeiture of any property in which the Trust has an interest, or asserting the invalidity of, or otherwise challenging any portion of the Royalty Interests because of the nationality, citizenship or any other status of any one or more Unitholders, the Trustee will give written notice thereof to each Unitholder whose nationality, citizenship or other status is an issue in the proceeding, which notice will constitute a demand that such Unitholder dispose of his Units within 30 days. If any Unitholder fails to dispose of his Units in accordance with such notice, the Trustee will cancel all outstanding certificates issued in the name of such Unitholder, transfer all Units held by such Unitholder to the Trustee and sell such Units (including by private sale). The proceeds of such sale (net of sales expenses), pending delivery of certificates representing the Units, will be held by the Trustee in a non-interest bearing account for the benefit of the Unitholder and paid to the Unitholder upon surrender of such certificates. Cash distributions payable to such Unitholder will also be held in a non-interest bearing account pending disposition by the Unitholder of the Units or cancellation of certificates representing the Units by the Trustee, subject to a maximum retention period of two years or such shorter period as shall be permitted by applicable laws.

15

Periodic Reports

     The Trustee causes a reserve report to be prepared for the Trust (by a firm of independent petroleum engineers mutually selected by the Trustee and the Company) each year showing estimated proved natural gas reserves and other reserve information attributable to the Royalty Interests as of December 31 of such year. Such reserve reports show estimated future net revenues and the net present value (discounted at 10 percent) of the estimated future net revenues (using the year-end market or applicable contract price as of December 31 as appropriate) from proved reserves attributable to the Royalty Interests. The costs of the reserve reports are paid by the Trust and constitute an administrative expense. The Trustee also provides to HighMount Alabama and the Company, within 15 days after the end of each calendar quarter, a written itemized report showing all administrative costs of the Trust paid during such quarter.

     Within 75 days following the end of each of the first three calendar quarters of each calendar year, the Trustee mails to each person or entity who was a Unitholder of record (i) on the record date for each such calendar quarter and (ii) on a Special Distribution Amount record date occurring during such quarter, if any, a report showing in reasonable detail the assets, liabilities, receipts and disbursements of the Trust for such calendar quarter. Within 120 days following the end of each fiscal year, the Trustee mails to Unitholders of record as of a date to be selected by the Trustee an annual report containing audited financial statements, including reserve information relating to the Trust and the Royalty Interests.

     The Trustee files such returns for federal income tax purposes as it is advised are required to comply with applicable law. The Trustee mails to each person or entity who was a Unitholder of record (i) on the record date for each such calendar quarter and (ii) on a Special Distribution Amount record date occurring during such quarter, if any, a report that shows in reasonable detail information to permit each Unitholder to make all calculations reasonably necessary for tax purposes. The Trustee treats all income, credits and deductions recognized during each calendar quarter during the term of the Trust as having been recognized by holders of record on the quarterly record date established for the distribution unless otherwise advised by counsel. Available year-end tax information permitting each Unitholder to make all calculations reasonably necessary for tax purposes is distributed by the Trustee to Unitholders no later than March 15 of the following year.

     Each Unitholder and his duly authorized agents and attorneys have the right during reasonable business hours, and upon reasonable prior notice, to examine and inspect records of the Trust and the Trustee and the Delaware Trustee.

Voting Rights of Unitholders

     While Unitholders have certain voting rights as provided in the Trust Agreement, such rights differ from and are more limited than those of stockholders of a corporation for profit. For example, there is no requirement for annual meetings of Unitholders or for annual or other periodic reelection of the Trustee.

     Meetings of Unitholders may be called by the Trustee or by Unitholders owning not less than 10 percent of the outstanding Units. In addition, the Delaware Trustee may call such a meeting but only for the purpose of appointing a successor to it upon its resignation. All

16

meetings of Unitholders will be held in Dallas, Texas. Written notice of every such meeting setting forth the time and place of the meeting and the matters proposed to be acted upon will be given not more than 60 days nor less than 20 days before such meeting is to be held to all of the Unitholders of record at the close of business on a record date selected by the Trustee, which record date will not be more than 60 days before the date of such meeting. The presence in person or by proxy of Unitholders representing a majority of the outstanding Units is necessary to constitute a quorum. Each Unitholder is entitled to one vote for each Unit owned by such Unitholder. The Trustee will call such meetings to consider amendments, waivers, consents and other changes relating to the Conveyance, if requested in writing by the Company or HighMount Alabama. No matter other than that stated in the notice of the Unitholder meeting will be voted on and no action by the Unitholders may be taken without a meeting.

     Generally, amendments to the Trust Agreement require approval of a majority of the outstanding Units (except that amendments of required voting percentages requires approval of at least 80 percent of the outstanding Units), but no provision of the Trust Agreement may be amended that would (i) increase the power of the Trustee or the Delaware Trustee to engage in business or investment activities or (ii) alter the rights of the Unitholders as among themselves. Without the written consent of HighMount Alabama and the approval of not less than 66 2/3 percent of the outstanding Units, no provision of the Trust Agreement may be amended with respect to (a) the sale or disposition of all or any part of the Trust estate, including the Royalty Interests, except as specifically provided in the Trust Agreement; (b) termination of the Trust and the disposition of Trust assets upon liquidation of the Trust; or (c) the Company’s right of first refusal with respect to the purchase of any remaining Royalty Interests upon termination of the Trust. Without the written consent of HighMount Alabama and the approval of a majority of the outstanding Units, no amendment may be made to the Trust Agreement that would alter HighMount Alabama’s conditional right to repurchase all outstanding Units at any time at which 15 percent or less of the outstanding Units is owned by persons or entities other than HighMount Alabama or its affiliates. Additionally, any amendment that increases the obligations, duties or liabilities of or affects the rights of the Trustee or the Delaware Trustee must be consented to by such entity. The Trustee, the Delaware Trustee, HighMount Alabama and the Company may, without approval of Unitholders, from time to time supplement or amend the Trust Agreement in order to cure any ambiguity or to correct or supplement any defective or inconsistent provisions, provided such supplement or amendment is not adverse to the interests of Unitholders. In addition, (i) HighMount Alabama may direct the Trustee to change the name of the Trust without approval of Unitholders and (ii) in the event that a business purpose of the Trust is found or deemed to exist by any taxing or other authority on which finding any taxation authority might rely, the Trustee is authorized to amend or delete and, subject to the receipt of an opinion of counsel reasonably satisfactory to the Trustee, the Trustee, the Delaware Trustee, HighMount Alabama and the Company will amend or delete any provision of the Trust Agreement or take such other action as may be necessary to eliminate such business purpose, without approval of Unitholders. Removal of the Trustee and the Delaware Trustee, approval of amendments, waivers, consents and other changes relating to the Conveyance and the approval of the merger or consolidation of the Trust into one or more entities require approval of a majority of the outstanding Units. Except as set forth under “Description of the Trust—Termination and Liquidation of the Trust,” all other actions may be approved by a majority vote of the Units represented at a meeting at which a quorum is present or represented.

17

Liability of Unitholders

     Consistent with Delaware law, the Trust Agreement provides that Unitholders will have the same limitation on liability as is accorded under Delaware law to stockholders of a corporation for profit. No assurance can be given, however, that the courts in jurisdictions outside of Delaware will give effect to such limitation.

Transfer Agent

     Mellon Investor Services, L.L.C. (as successor to Chemical Shareholder Services Group, Inc.) serves as transfer agent and registrar for the Units.

Website/SEC Filings

     The Trust maintains an Internet Website at www.dom-dominionblackwarriortrust.com, and will provide website access to its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports as soon as reasonably practicable after such material is filed with or furnished to the SEC.

FEDERAL INCOME TAX CONSIDERATIONS

     THE TAX CONSEQUENCES TO A UNITHOLDER OF THE OWNERSHIP AND SALE OF UNITS WILL DEPEND IN PART ON THE UNITHOLDER’S TAX CIRCUMSTANCES. EACH UNITHOLDER SHOULD THEREFORE CONSULT THE UNITHOLDER’S TAX ADVISOR ABOUT THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES TO THE UNITHOLDER OF THE OWNERSHIP OF UNITS.

     The section entitled “Federal Income Tax Consequences” appearing in the Prospectus sets forth a discussion of the material federal income tax matters of general application of the acquisition, ownership and sale of the Units acquired in the Public Offerings and a discussion of certain risk factors associated with matters of federal income taxation as applied to the Trust and such Unitholders. A copy of such section of the Prospectus is filed as an exhibit to this Form 10-K and is incorporated herein by reference.

     In connection with the registration of the Units for offer and sale in the Public Offerings, Dominion Resources and the Underwriters received certain opinions of special counsel (“Special Counsel”) to Dominion Resources (upon which the Trustee and the Delaware Trustee were entitled to rely), including, without limitation, opinions as to the material federal income tax consequences of the ownership and sale of the Units acquired in either of the Public Offerings. Each of these opinions was based on provisions of the Code existing as of June 28, 1994, with respect to the opinions given in connection with the Initial Public Offering, and as of June 8, 1995, with respect to the opinions given in connection with the Secondary Public Offering, and existing and proposed regulations thereunder, administrative rulings and court decisions as of such dates, all of which are subject to changes that may or may not be retroactively applied. Some of the applicable provisions of the Code have not been interpreted by the courts or the Internal Revenue Service (“IRS”). In addition, such opinions were based on various representations as to factual matters made by the Company and Dominion Resources in connection with the Public Offerings. In addition, such opinions were expressly limited in their

18

application to investors purchasing Units in each of such Public Offerings and, as a result, provide no assurance to investors not purchasing Units in one of the Public Offerings.

     Neither the Trustee, the Delaware Trustee, nor counsel to the Trustee, respectively, has rendered any opinions with respect to any tax matters associated with the Trust or the Units.

     At the time of the Public Offerings, no ruling was requested by Dominion Resources, as the sponsor of the Trust, the Trustee or the Delaware Trustee from the IRS with respect to any matter affecting the Trust or Unitholders. No assurance can be provided that the opinions of Special Counsel (which do not bind the IRS) will not be challenged by the IRS or will be sustained by a court if so challenged.

Summary of Certain Federal Income Tax Consequences

     The following summary of certain federal income tax consequences of acquiring, owning and disposing of Units is based on the opinions of Special Counsel to Dominion Resources on federal income tax matters, which are set forth in the Prospectus, and is qualified in its entirety by express reference to the sections of the Prospectus identified in the first paragraph of this “Federal Income Tax Considerations” section. Although the Trustee believes that the following summary contains a description of all of the material matters discussed in the opinions referenced above, the summary is not exhaustive and many other provisions of the federal tax laws may affect individual Unitholders. Furthermore, the summary does not purport to be complete or address the tax issues potentially affecting Unitholders acquiring Units other than by purchase through either of the Public Offerings. Each Unitholder should consult the Unitholder’s tax advisor with respect to the effects of the Unitholder’s ownership of Units on the Unitholder’s personal tax situation.

Classification and Taxation of the Trust	The Trust is a Grantor Trust for federal tax purposes and not an association taxable as a corporation. As a Grantor Trust, the Trust is not subject to federal income tax. There can be no assurance that the IRS will not challenge this treatment. The tax treatment of the Trust and Unitholders would be materially different if the IRS were to successfully challenge this treatment.
Taxation of Unitholders	Each Unitholder is taxed directly on his proportionate share of income, deductions and credits of the Trust attributable to the Royalty Interests consistent with each such Unitholder’s taxable year and method of accounting and without regard to the taxable year or method of accounting employed by the Trust.

19

Income and Deductions	The income of the Trust consists primarily of a specified share of the proceeds from the sale of coal seam gas produced from the Underlying Properties. During 2008, the Trust earned interest income on funds held for distribution and made adjustments to the cash reserve maintained for the payment of contingent and future obligations of the Trust. The deductions of the Trust consist of severance taxes and administrative expenses. In addition, each Unitholder is entitled to depletion deductions. See “Unitholder’s Depletion Allowance” below.
	Individuals may deduct “miscellaneous itemized deductions” (including, in general, investment expenses) only to the extent that such expenses exceed 2 percent of the individual’s adjusted gross income. Although there are exceptions to the 2 percent limitation, authority suggests that no exceptions apply to expenses passed through from a Grantor Trust, like the Trust.
Treatment of the Royalty Interests	Each Royalty Interest is a nonoperating economic interest in an Underlying Property because it is a right to a fixed percentage of the gross proceeds from the sale of gas as, if and when produced from such properties, the right endures for the economic life of the burdened reserves and the right is not required to bear any cost of developing or producing such gas.
Unitholder’s Depletion Allowance	Each Unitholder is entitled to amortize the cost of the Units through cost depletion over the life of the Royalty Interests or, if greater, through percentage depletion equal to 15 percent of gross income. Unlike cost depletion, percentage depletion is not limited to a Unitholder’s depletable tax basis in the Units. Rather, a Unitholder is entitled to a percentage depletion deduction as long as the applicable Underlying Properties generate gross income. If any portion of the Royalty Interests is treated as a production payment or is not treated as an economic interest, however, a Unitholder will not be entitled to depletion in respect of such portion.

20

Depletion Recapture	If a taxpayer disposes of any “section 1254 property” (certain oil, gas, geothermal or other mineral property), and if the adjusted basis of such property includes adjustments for deductions for depletion under Section 611 of the Code, the taxpayer generally must recapture the amount deducted for depletion as ordinary income (to the extent of gain realized on the disposition of the property). This depletion recapture rule applies to any disposition of property that was placed in service by the taxpayer after December 31, 1986. Detailed rules set forth in Sections 1.1254-1 through 1.1254-6 of the United States Treasury Regulations govern dispositions of property after March 13, 1995. The IRS likely will take the position that a Unitholder who purchases a Unit subsequent to December 31, 1986, must recapture depletion upon the disposition of that Unit.
Non-Passive Activity Income, Credits and Loss	The income, credits and expenses of the Trust are not taken into account in computing the passive activity losses and income under Section 469 of the Code for a Unitholder who acquires and holds Units as an investment and did not acquire them in the ordinary course of a trade or business.
Unitholder Reporting Information	The Trustee furnishes to Unitholders tax information concerning royalty income and depletion and other relevant tax matters on an annual basis. Year-end tax information is furnished to Unitholders no later than March 15 of the following year. See third paragraph under “Description of Units—Periodic Reports.”

21

WHFIT Reporting Requirements Some Trust Units are held by middlemen, as such term is broadly defined in U.S. Treasury Regulations (and includes custodians, nominees, certain joint owners, and brokers holding an interest for a custodian in street name, referred to herein collectively as “middlemen”). Therefore, the Trustee considers the Trust to be a non-mortgage widely held fixed investment trust (“WHFIT”) for U.S. federal income tax purposes. U.S. Trust, Bank of America Private Wealth Management, 901 Main Street, 17th Floor, Dallas, Texas 75202, telephone number (214) 209-2400, is the representative of the Trust that will provide tax information beginning with the 2008 tax year in accordance with applicable U.S. Treasury Regulations governing the information reporting requirements of the Trust as a WHFIT. Tax information is also posted by the Trustee at www.dom-dominionblackwarriortrust.com. Notwithstanding the foregoing, the middlemen holding Trust Units on behalf of Unitholders, and not the Trustee of the Trust, are solely responsible for complying with the information reporting requirements under the U.S. Treasury Regulations with respect to such Trust Units, including the issuance of IRS Forms 1099 and certain written tax statements. Unitholders whose Trust Units are held by middlemen should consult with such middlemen regarding the information that will be reported to them by the middlemen with respect to the Trust Units.

22

ERISA CONSIDERATIONS

          The section entitled “ERISA Considerations” appearing in the Prospectus sets forth certain information regarding the applicability of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Code to pension, profit-sharing and other employee benefit plans and to individual retirement accounts (collectively, “Qualified Plans”). A copy of this section of the Prospectus is filed as an exhibit to this Form 10-K and is incorporated herein by reference.

          Due to the complexity of the prohibited transaction rules and the penalties imposed upon persons involved in prohibited transactions, it is important that potential Qualified Plan investors consult their counsel regarding the consequences under ERISA and the Code of their acquisition and ownership of Units.

STATE TAX CONSIDERATIONS

          THE FOLLOWING IS INTENDED AS A BRIEF SUMMARY OF CERTAIN INFORMATION REGARDING STATE INCOME TAXES AND OTHER STATE TAX MATTERS AFFECTING THE TRUST AND UNITHOLDERS. UNITHOLDERS SHOULD THEREFORE CONSULT THE UNITHOLDER’S TAX ADVISOR REGARDING STATE INCOME TAX FILING AND COMPLIANCE MATTERS.

Alabama Income Tax

          All revenues attributable to the Royalty Interests are derived from sources within the State of Alabama. Alabama imposes an income tax on individuals, corporations (subject to certain exceptions for S corporations) and certain other entities that are residents of, conduct business in, or derive income from sources within Alabama. Under general rules of application, both resident and nonresident Unitholders would be required to file annual Alabama income tax returns and pay Alabama income taxes with respect to any income received from the Trust and would be subject to penalties for failure to comply with those rules.

          The Alabama Department of Revenue (the “DOR”) has issued a letter ruling that permits the Trust to file a “composite income tax return” on behalf of all Unitholders who are not residents of Alabama. The filing of the composite income tax return and acceptance of the return by DOR will relieve those nonresident Unitholders of any obligation to file Alabama state income tax returns. The Trust filed for each of the years 1995-2007 composite income tax returns with the DOR on behalf of all Nonresident Unitholders (defined below), and intends to file a composite return for 2008 and each year thereafter for so long as the composite return does not report any taxable income for Alabama state income tax purposes. Based on certain assumptions, the composite income tax return to be filed by the Trust on behalf of Nonresident Unitholders will show a net taxable loss for 2008. Accordingly, no Alabama state income tax is due under the 2008 return.

          No assurance can be given, however, that the DOR will accept the assumptions used by the Trust in preparing and filing the composite income tax return for any year and determining the composite taxable income or loss thereunder for Alabama state income tax purposes. If all or a portion of those assumptions are not acceptable to the DOR, the DOR may require the Trust to recompute and refile one or more composite income tax returns based on different assumptions

23

acceptable to the DOR. If the composite income tax return for 2008 (or any other tax year) as initially filed by the Trust is not accepted as filed by the DOR, the Trust may decide not to refile a composite income tax return either (i) because the Trust would have net Alabama taxable income for that year as a result of the assumptions required by the DOR or (ii) because the refiling of the composite income tax return imposes an unreasonable burden on the Trust in the judgment of the Trustee (based on its sole discretion). In that event, each Nonresident Unitholder would be required to file a separate Alabama state income tax return and pay any Alabama state income tax due as well as any penalties and interest due thereon. For purposes of the filing of the composite income tax return for any taxable year, “Nonresident Unitholders” will consist of those Unitholders to whom the Trust has provided an individualized tax information letter (together with its tax information booklet) for such tax year that shows a mailing address outside the State of Alabama. All other Unitholders will be treated by the Trust for purposes of the filing of the composite income tax return as “Resident Unitholders.”

          The filing of the composite income tax return by the Trust does not relieve any resident of the State of Alabama or any Resident Unitholder from the obligation to file an Alabama state income tax return individually (and pay Alabama state income tax thereon, if any) with respect to the revenues and expenses attributable to the Royalty Interests. In light of the foregoing, each Unitholder should consult his tax adviser regarding the requirements for filing state income tax returns for his state of residence and Alabama.

Alabama Business Privilege Tax

          Alabama previously imposed a franchise tax on domestic corporations and foreign corporations doing business in Alabama, under a broad definition of “corporation” in the state constitution, based on the amount of a corporation’s “capital employed” in the state. In reliance upon the representations and assumptions set forth in the Prospectus and on a private letter ruling issued June 10, 1994, by the DOR as to the offering of the Units, special Alabama tax counsel to the Company opined in connection with each of the Public Offerings that the Trust was not subject to Alabama franchise tax. Although the Alabama Commissioner of Revenue has the authority to revoke retroactively DOR rulings under certain limited circumstances, special Alabama tax counsel did not believe, based on the above representations and assumptions, that those circumstances existed with respect to the Company’s private letter ruling. HighMount Alabama agreed to indemnify the Trust against any resulting Alabama franchise tax imposed on the Trust.

          In 2000, the Alabama franchise tax was repealed and replaced with the Alabama business privilege tax (the “BPT”), which imposes an annual privilege tax on corporations, limited liability entities, and disregarded entities (as those terms are statutorily defined in Alabama’s tax code) doing business in Alabama or organized under Alabama law. The DOR issued a revenue ruling in 2002 holding that the BPT applied to a grantor trust. Therefore, the Trust files BPT returns and pays the applicable tax.

Alabama Severance Taxes

          Alabama levies severance taxes on the removal of certain natural resources. Statewide severance taxes are collected from oil, gas, coal, forest products and iron ore. Additional severance taxes are collected by certain counties on oil, gas, coal, stone, rock, clay, sand and

24

gravel. Therefore, the Trust, as owner of the Royalty Interests, bears its proportionate share of Alabama state and county severance taxes. To the extent there is an increase in the amount of severance taxes, the cash distribution amount payable to Unitholders will decrease.

Other Alabama Taxes

          The Trust has been structured to cause the Units to be treated as interests in intangible personal property rather than as interests in real property for certain Alabama state law purposes, other than income and business privilege taxation. If the Units are held to be real property or as interests in real property under the laws of Alabama, Unitholders could be subject to Alabama probate laws, and estate and similar taxes, whether or not they are residents of Alabama.

REGULATION AND PRICES

Regulation of Natural Gas

          Certain aspects of production, transportation, marketing and sale of natural gas from the Underlying Properties may be subject to federal and state governmental regulation, including regulation of transportation tariffs charged by pipelines, taxes, the prevention of waste, the conservation of natural gas, pollution controls and various other matters.

          Sales of natural gas produced from the Underlying Properties are considered to be sold at the wellhead (as opposed to downstream sales or resales) for purposes of pricing and, therefore, are not subject to federal regulation.

          The transportation of natural gas in interstate commerce is subject to federal regulation by the Federal Energy Regulatory Commission (“FERC”) under the Natural Gas Act and the Natural Gas Policy Act of 1978. In past years, FERC has adopted regulatory policy changes that have affected the transportation of natural gas from the wellhead to the market. Interstate pipelines no longer perform a merchant function. Gas producers now sell gas to end users or market accumulators rather than into the system supply of an interstate pipeline who would then resell it. Transportation of gas on interstate pipelines is now on an “open access” basis and interstate pipelines have been required to unbundle their services with the result that customers now only pay for the services they require. The interstate pipeline connected to the gathering system for the Underlying Properties is subject to the regulations described above.

          On August 8, 2005, Congress enacted the Energy Policy Act of 2005. The Energy Policy Act, among other things, amended the Natural Gas Act to prohibit market manipulation by any entity, to direct FERC to facilitate market transparency in the market for sale or transportation of physical natural gas in interstate commerce, and to significantly increase the penalties for violations of the Natural Gas Act, the Natural Gas Policy Act of 1978 or FERC rules, regulations or orders thereunder. In the past, Congress has been very active in the area of natural gas regulation. At the present time, it is impossible to predict what proposals, if any, might actually be enacted by Congress or the various state legislatures and what effect, if any, such proposals might have on the Underlying Properties and the Trust.

          The State Oil and Gas Board of Alabama regulates the production of natural gas, including requirements for obtaining drilling permits, the method of developing new fields, provisions for the unitization or pooling of natural gas properties, the spacing, operation,

25

plugging and abandonment of wells and the prevention of waste of natural gas resources. The rate of production may be regulated, and the maximum daily production allowable from natural gas wells may be established on a market demand or conservation basis or both. Reductions in allowable production may extend the timing of recovery of reserves. Although the Trust is not aware of any pending or contemplated proceedings to change allowable rates of production from the Underlying Properties, there can be no assurances made that such changes will not be made. The Unitholders and the Trust will not have any control over such changes. Reductions in the allowable production from the Underlying Properties could affect the timing or amount of distributions to Unitholders.

Environmental Regulation

          Operations on the Underlying Properties associated with the production of natural gas are subject to numerous federal and state laws, rules and regulations governing the discharge of materials into the environment or otherwise relating to the protection of the environment. Such laws, rules and regulations require the acquisition of certain permits, impose substantial liabilities for pollution resulting from exploration and production operations and may also restrict air or other pollution resulting from operations. It is possible that federal and state environmental laws and regulations will become more stringent in the future. For instance, legislation has been proposed in Congress in connection with the pending reauthorization of the Federal Resource Conservation and Recovery Act (“RCRA”) that would amend RCRA to reclassify certain oil and gas production wastes as “hazardous waste.” If adopted, this amendment would result in more rigorous and expensive disposal requirements. It is impossible to predict what the precise effect additional regulation or legislation, or enforcement policies thereunder, could have on the operation of the Underlying Properties. However, any costs or expenses incurred by the Company in connection with environmental liabilities arising out of or relating to activities occurring on, in or in connection with, or conditions existing on or under, the Underlying Properties, will be borne by the Company and not the Trust, and such costs and expenses will not be deducted in calculating Gross Proceeds. Such costs and expenses may, however, be taken into account by the Company in exercising its rights to abandon a well and may accelerate the termination of the Trust. See “Properties—The Royalty Interests—Sale and Abandonment of Underlying Properties” and “Properties—Description of the Trust—Termination and Liquidation of the Trust.”

          Water from the operations on the Underlying Properties is discharged into the Black Warrior River pursuant to a National Pollutant Discharge Elimination System permit issued by the Alabama Department of Environmental Management (“ADEM”). ADEM initially issued five permits in connection with the Underlying Properties, which were consolidated into one permit in February 1994. The ADEM permit was renewed in 1999 and again in July 2004. It will expire in August 2009. HighMount has applied to ADEM for a reissuance of the permit. It generally authorizes water disposal based upon the Black Warrior River’s minimum flow rate and maximum chloride level. The Company has advised the Trust that since 1987 water disposal from the Underlying Properties has not been disrupted.

          While the Company has informed the Trust that it believes the Underlying Properties are in material compliance with all environmental laws and regulations, such regulations have generally become more stringent and costly over time. As a royalty holder, the Trust may not be directly subject to increased costs; however, such costs may be taken into account by the

26

Company in exercising its rights to abandon a well, which may accelerate the termination of the Trust. The Company has informed the Trust that it has budgeted approximately $156,000 during 2009 for anticipated expenditures related to compliance with environmental laws.

Competition, Markets and Prices

          The revenues of the Trust and the amount of cash distributions to Unitholders depend upon, among other things, the effect of competition and other factors in the market for natural gas. The natural gas industry is highly competitive in all of its phases. The Company encounters competition from major oil and gas companies, independent oil and gas concerns and individual oil and gas producers and operators. Many of these competitors have greater financial and other resources than the Company. Competition may also be presented by alternative fuel sources, including heating oil, other fossil fuels and wind energy.

          Demand for natural gas production has historically been seasonal in nature and prices for natural gas fluctuate accordingly. Unseasonably warm weather and the ability of markets to access storage can cause the demand for natural gas to decrease, resulting in lower prices received by producers than when demand is higher due to seasonal weather factors. Such price fluctuations and the continuation of/return to low prices for natural gas will directly impact Trust distributions, estimates of reserves attributable to the Royalty Interests and estimated future net revenue from reserves attributable to the Royalty Interests.

          Prices for natural gas are subject to wide fluctuations in response to relatively minor changes in supply, market uncertainty and a variety of additional factors that are beyond the control of the Trust and the Company. These factors include political conditions in the Middle East, the price and quantity of imported oil and gas, the level of consumer product demand, the severity of weather conditions, government regulations, the price and availability of alternative fuels and overall economic conditions. Additionally, lower natural gas prices may reduce the amount of gas that is economic to develop or produce from the Underlying Properties. In view of the many uncertainties affecting the supply and demand for natural gas and natural gas prices, the Trustee is unable to make reliable predictions of future gas prices, production or demand or the overall effect they will have on the Trust.

          The Trust’s revenues and distributions to Unitholders will be primarily dependent on the sales prices for Gas produced from the Underlying Properties and the quantities of Gas sold. Natural gas prices have historically been volatile and are likely to continue to be volatile. Price volatility and the risk of production curtailment make it difficult to estimate the future levels of cash distributions to Unitholders or the value of the Units. Since the termination of the Gas Purchase Agreement, a gas sales contract was entered into with SCANA Energy for base load gas for the period of November 1, 2005 through March 31, 2006. Separate gas sales contracts were entered into with Coral Energy and South Carolina Pipeline Company for the period of April 1, 2006 through October 31, 2006. A gas sales contract was entered into with ConocoPhillips for base load gas for the period of November 1, 2006 through March 31, 2007. A gas sales contract was entered into with Coral Energy for base load gas for the period of April 1, 2007 through October 31, 2007. A gas sales contract was entered into with BP Energy for base load gas for the period of November 1, 2007 through March 31, 2008. During the terms of the above-mentioned contracts, any gas above the base load was sold on the spot market to

27

various purchasers. The foregoing information regarding the gas purchase contracts has been provided to the Trustee by Dominion Resources and HighMount Alabama.

28

Item 1A. Risk Factors.

Risks Related to the Oil and Gas Industry

Crude oil and natural gas prices are volatile and fluctuate in response to a number of factors. Lower prices could reduce the net proceeds payable to the Trust and Trust distributions.

     The Trust’s quarterly distributions are highly dependent upon the prices realized from the sale of crude oil and natural gas and a material decrease in such prices could reduce the amount of cash distributions paid to Unitholders. Crude oil and natural gas prices can fluctuate widely on a quarter-to-quarter basis in response to a variety of factors that are beyond the control of the Trust. Factors that contribute to price fluctuation include, among others:

• political conditions in major oil producing regions, especially the Middle East;

• worldwide economic conditions;

• weather conditions;

• the supply and price of domestic and foreign crude oil or natural gas;

• the level of consumer demand;

• the price and availability of alternative fuels;

• the proximity to, and capacity of, transportation facilities;

• the effect of worldwide energy conservation measures; and

• the nature and extent of governmental regulation and taxation.

     When crude oil and natural gas prices decline, the Trust is affected in two ways. First, net royalties are reduced. Second, exploration and development activity on the Underlying Properties may decline as some projects may become uneconomic and are either delayed or eliminated. It is impossible to predict future crude oil and natural gas price movements, and this reduces the predictability of future cash distributions to Unitholders.

Reserve estimates depend on many assumptions that may prove to be inaccurate, which could cause both estimated reserves and estimated future net revenues to be too high, leading to write-downs of estimated reserves.

     The value of the Units will depend upon, among other things, the reserves attributable to the Royalty Interests in the Underlying Properties. The calculations of proved reserves included in this Annual Report on Form 10-K are only estimates, and estimating reserves is inherently uncertain. In addition, the estimates of future net revenues are based upon various assumptions regarding future production levels, prices and costs that may prove to be incorrect over time.

     The accuracy of any reserve estimate is a function of the quality of available data, engineering interpretation and judgment, and the assumptions used regarding the quantities of recoverable crude oil and natural gas and the future prices of crude oil and natural gas. Petroleum engineers consider many factors and make many assumptions in estimating reserves. Those factors and assumptions include:

• historical production from the area compared with production rates from similar producing areas;

29

• the effects of governmental regulation;

• assumptions about future commodity prices, production and development costs, taxes, and capital expenditures;

• the availability of enhanced recovery techniques; and

• relationships with landowners, working interest partners, pipeline companies and others.

     Changes in any of these factors and assumptions can materially change reserve and future net revenue estimates. The Trust’s estimate of reserves and future net revenues is further complicated because the Trust holds overriding royalty interests and does not own a specific percentage of the crude oil or natural gas reserves. Ultimately, actual production, revenues and expenditures for the Underlying Properties, and therefore actual net proceeds payable to the Trust, will vary from estimates, and those variations could be material. Results of drilling, testing and production after the date of those estimates may require substantial downward revisions or write-downs of reserves.

Terrorism and continued hostilities in the Middle East could decrease Trust distributions or the market price of the Units.

     Terrorist attacks and the threat of terrorist attacks, whether domestic or foreign, as well as the military or other actions taken in response, cause instability in the global financial and energy markets. Terrorism, the war in Iraq and other sustained military campaigns could adversely affect Trust distributions or the market price of the Units in unpredictable ways, including through the disruption of fuel supplies and markets, increased volatility in crude oil and natural gas prices, or the possibility that the infrastructure on which the operators developing the Underlying Properties rely could be a direct target or an indirect casualty of an act of terror.

Risks Related to the Trust and Ownership of the Units

The assets of the Trust are depleting assets and, if the operators developing the Underlying Properties do not perform additional development projects, the assets may deplete faster than expected. Eventually, the assets of the Trust will cease to produce in commercial quantities and the Trust will cease to receive proceeds from such assets. In addition, a reduction in depletion tax benefits may reduce the market value of the Units.

     The net proceeds payable to the Trust are derived from the sale of depleting assets. The reduction in proved reserve quantities is a common measure of depletion. Future maintenance and development projects on the Underlying Properties will affect the quantity of proved reserves and can offset the reduction in proved reserves. The timing and size of these projects will depend on the market prices of crude oil and natural gas. If the operators developing the Underlying Properties do not implement additional maintenance and development projects, the future rate of production decline of proved reserves may be higher than the rate currently expected by the Trust.

     Because the net proceeds payable to the Trust are derived from the sale of depleting assets, the portion of distributions to Unitholders attributable to depletion may be considered a return of capital as opposed to a return on investment. Distributions that are a return of capital will ultimately diminish the depletion tax benefits available to the Unitholders, which could reduce

30

the market value of the Units over time. Eventually, the Royalty Interests will cease to produce in commercial quantities and the Trust will, therefore, cease to receive any distributions of net proceeds therefrom.

Unitholders and the Trustee have no influence over the operations on, or future development of, the Underlying Properties.

     Neither the Trustee nor the Unitholders can influence or control the operations on, or future development of, the Underlying Properties. The failure of the Company or any future operator to conduct its operations, discharge its obligations, deal with regulatory agencies or comply with laws, rules and regulations, including environmental laws and regulations, in a proper manner could have an adverse effect on the net proceeds payable to the Trust. Neither the Company nor any future operators developing the Underlying Properties are under any obligation to continue operations on the Underlying Properties. Neither the Trustee nor the Unitholders have the right to replace an operator.

The market price for the Units may not reflect the value of the Royalty Interests held by the Trust.

     The public trading price for the Units tends to be tied to the recent and expected levels of cash distribution on the Units. The amounts available for distribution by the Trust vary in response to numerous factors outside the control of the Trust, including prevailing prices for crude oil and natural gas produced from the Trust’s royalty interests. The market price is not necessarily indicative of the value that the Trust would realize if it sold those Royalty Interests to a third party buyer. In addition, such market price is not necessarily reflective of the fact that since the assets of the Trust are depleting assets, a portion of each cash distribution paid on the Units should be considered by investors as a return of capital, with the remainder being considered as a return on investment. There is no guarantee that distributions made to a Unitholder over the life of these depleting assets will equal or exceed the purchase price paid by the Unitholder.

The Company may transfer its interest in any Underlying Property without the consent of the Trust or the Unitholders.

     The Company, as the operator developing the Underlying Properties, may at any time transfer all or part of its interest in any Underlying Property to another party. Neither the Trust nor the Unitholders are entitled to vote on any transfer of the properties underlying the Royalty Interests, and the Trust will not receive any proceeds of any such transfer. Following any transfer, the transferred property will continue to be subject to the Royalty Interests of the Trust, but the net proceeds from the transferred property will be calculated separately and paid by the transferee. The transferee will be responsible for all of the transferor’s obligations relating to calculating, reporting and paying to the Trust the net overriding royalties from the transferred property, and the transferor will have no continuing obligation to the Trust for that property.

The obligations of HighMount Alabama to pay certain amounts if they are not paid by the Company may terminate upon a sale by the Company of its interests in the Underlying Properties or a sale by HighMount Alabama of its equity ownership interest in the Company.

31

     HighMount Alabama has agreed to assume Dominion Resources’ obligations in the Trust Agreement to pay (i) all liabilities and operating and capital expenses that any Company Interests Owner becomes obligated to pay as a result of the Company Interests Owner’s obligations under the Conveyance and (ii) the obligations of the Company to indemnify the Trust and the Trustees for certain environmental liabilities. HighMount Alabama’s obligations will terminate, among other times, upon (i) the sale or other transfer by the Company of all or substantially all of its interest in the Underlying Properties or (ii) the sale or other transfer of a majority of HighMount Alabama’s direct or indirect equity ownership interests in the Company. However, in these circumstances, HighMount Alabama’s obligations will terminate only if (a) the transferee has a specified credit rating or the transferee, together with any affiliate that guarantees its obligations, does not have a rating assigned to its unsecured long-term debt from a nationally recognized statistical rating organization but has a specified net worth or (b) the transferee is approved by a majority of the Unitholders.

The Company may abandon the Underlying Properties, thereby terminating the related Royalty Interest payable to the Trust.

     The Company, as the operator developing the Underlying Properties, or any transferee thereof, may abandon any well or lease without the consent of the Trust or the Unitholders if it reasonably believes that the well or property can no longer produce in commercially economic quantities. This could result in the termination of the Royalty Interest relating to the abandoned well or lease.

The Royalty Interests can be sold and the Trust would be terminated.

     The Trustee must sell the Royalty Interests if the holders of 66% or more of the Units approve the sale or vote to terminate the Trust. The Trustee must also sell the Royalty Interests if the ratio of cash amounts received by the Trust attributable to the Royalty Interests in any calendar quarter to administrative costs of the Trust for such calendar quarter is less than 1.2 to 1.0 for two consecutive calendar quarters or if the net present value (discounted at 10 percent) of estimated future net revenues from proved reserves attributable to the Royalty Interests is equal to or less than $5 million. Sale of all of the Royalty Interests will terminate the Trust. The net proceeds of any sale will be distributed to Unitholders. “Business – Description of the Trust – Termination and Liquidation of the Trust” discusses the tax consequences that may result to Unitholders in the event Trust assets are sold and the Trust is terminated.

Unitholders have limited voting rights.

     The voting rights of a Unitholder are more limited than those of stockholders of most public corporations. For example, there is no requirement for annual meetings of Unitholders or for an annual or other periodic re-election of the Trustee.

Financial information of the Trust is not prepared in accordance with GAAP.

     The financial statements of the Trust are prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States, or GAAP. Although this basis of accounting is permitted for

32

royalty trusts by the U.S. Securities and Exchange Commission, the financial statements of the Trust differ from GAAP financial statements because revenues are not accrued in the month of production and cash reserves may be established for specified contingencies and deducted, which could not be accrued in GAAP financial statements.

Unitholders May Lack Limited Liability.

     Consistent with Delaware law, the Trust Agreement provides that the Unitholders will have the same limitation on liability as is accorded under the laws of such state to stockholders of a corporation for profit. No assurance can be given, however, that the courts in jurisdictions outside of Delaware will give effect to such limitation.

     Cash held by the Trustee is not insured by the Federal Deposit Insurance Corporation, and future royalty income may be subject to risks relating to the creditworthiness of third parties.

     Currently, cash held by the Trustee as a reserve for liabilities and for the payment of expenses and distributions to Unitholders is invested in Bank of America money market accounts which are backed by the good faith of Bank of America, N.A., but are not insured by the Federal Deposit Insurance Corporation. The Trust does not lend money and has limited ability to borrow money, which the Trustee believes limits the Trust’s risk from the current tightening of credit markets. The Trust’s future royalty income, however, may be subject to risks relating to the creditworthiness of the operators of the Underlying Properties and other purchasers of the natural gas produced from the Underlying Properties, as well as risks associated with fluctuations in the price of natural gas.

Item 1B. Unresolved Staff Comments. None.

33

Item 2. Properties.

THE ROYALTY INTERESTS

     The Royalty Interests held by the Trust generally entitle the Trust to receive 65 percent of Gross Proceeds. The Royalty Interests were conveyed to the Trust by means of a single instrument of conveyance. The Conveyance was recorded in the appropriate real property records in Alabama, so as to give notice of the Royalty Interests to creditors, and any transferees will take an interest in the Underlying Properties subject to the Royalty Interests. The Conveyance was intended to convey the Royalty Interests as real property interests under Alabama law.

     The following description of the material provisions of the Conveyance and the Trust Agreement is subject to and qualified by the more detailed provisions of the Conveyance and the Trust Agreement included as exhibits to this Form 10-K.

The Underlying Properties

     Black Warrior Basin. The Black Warrior Basin covers 6,000 square miles in west central Alabama and contains seven Pennsylvania-age multi-seam coal groups in the Pottsville formation: the Black Creek, Mary Lee, Pratt, Cobb, Gwin, Utley and Brookwood coal groups. The Pottsville coal formation ranges from the surface to a depth of 4,100 feet.

     Wells in the Black Warrior Basin produce natural gas from coal seam formations that have production characteristics materially different from conventional natural gas wells. The primary factor affecting recovery of gas reserves from coal seams in the Black Warrior Basin is the lowering of reservoir pressure through “dewatering” operations. In a typical coal seam gas well on the Underlying Properties, average daily natural gas production generally will increase as wells are “dewatered” until natural gas production reaches a “peak” at which time natural gas production will decline. The amount of time necessary to “dewater” a well and cause it to reach its peak production, and the ultimate level of a well’s peak production, are difficult to estimate. Since all of the 532 wells included in the Underlying Properties were producing by mid-1991, the Company believes that production from such wells is currently past its peak and will decline over the term of the Trust.

     The Royalty Interests were conveyed by the Company to the Trust out of the Company Interests. The Existing Wells are operated by Dominion Black Warrior Basin, Inc. in accordance with the Operating Agreement. See “—Operation of Properties.” The Underlying Properties comprise 34,212 gross acres of land in an area approximately 5 miles wide and 23 miles long located on the Tuscaloosa to Bankhead Lake portion of the Black Warrior Basin. Initial production began in December 1988 and consisted of eight wells. The Company acquired its interest in the Underlying Properties in December 1992. As of December 31, 2008, the Underlying Properties contained 532 wells that were producing gas, all of which were drilled prior to 1993.

     On July 31, 2007, subsidiaries of HighMount purchased certain assets from subsidiaries of Dominion Resources, including all of the equity interests in the Company which owns the interests in the Underlying Properties that are burdened by the Trusts’ Royalty Interests. The Trust continues to have ownership in the Royalty Interests burdening the Underlying Properties

34

and such sale did not affect that ownership. In connection with the sale, Dominion Resources assigned its rights and obligations under the Trust Agreement governing the Trust and the Administrative Services Agreement to HighMount Alabama, a subsidiary of HighMount.

     Well Count and Acreage Summary. The following table shows as of December 31, 2008, the gross and net producing wells and acres for the Company Interests. The net wells and acres are determined by multiplying the Gross Wells or acres by the Company Interests Owner’s Working Interest in the wells or acres.

	Number of Wells				Acres
	Gross		Net		Gross		Net
Company Interests		532		519		34,212		33,363

     Royalty Interests, Company Interests and Retained Interests. On June 1, 1994, the effective date of the Conveyance, the Company had an average aggregate Working Interest in the Existing Wells of approximately 98 percent, and an average aggregate net revenue interest of approximately 80 percent in the Existing Wells. The Company has not sold or otherwise disposed of any of its interest in the Company Interests since June 1, 1994. The Royalty Interests are entitled to approximately 52 percent of the net revenue from natural gas produced and sold from the Underlying Properties, and the interests (the “Retained Interests”) of the Company in the Underlying Properties (after giving effect to the Royalty Interests) entitle the Company to receive approximately 28 percent of the net revenue from the natural gas produced and sold from the Underlying Properties. As a Working Interest owner in the Underlying Properties, the Company is responsible for an average of approximately 98 percent of the operating costs of the Existing Wells.

     The Royalty Interests do not burden (i) royalties and other obligations, expressed or implied, under oil or natural gas leases, (ii) the overriding royalties and other burdens created by the Company’s predecessors in title, or (iii) the Working Interests owned by other individual Working Interest owners.

     Water Removal and Disposal. Water from the wells located on the Underlying Properties is pumped from the wellhead to one of five water disposal systems, each with two ponds, where the water is analyzed and chemically treated to remove impurities, if necessary, prior to discharge into the Black Warrior River. Water from the operations on the Underlying Properties is discharged into the Black Warrior River pursuant to a National Pollutant Discharge Elimination System permit issued by ADEM expired in July 2004. A new permit was requested and obtained for post-July 2004 and will expire in August 2009. HighMount has applied to ADEM for a reissuance of the permit. The ADEM permit generally authorizes water disposal based upon the Black Warrior River’s minimum flow rate and maximum chloride level. The Company has advised the Trust that, since 1987, water disposal from the Underlying Properties has not been disrupted. Although the facilities of the Company have the capacity to store several days of water production, if water disposal into the Black Warrior River is disrupted, natural gas production from the wells on the Underlying Properties would be curtailed during the period of such disruption. See “Business—Regulation and Prices—Environmental Regulation.”

35

     Curtailments. The Company has advised the Trust that during 2008 production from the Underlying Properties was not curtailed for any reason other than for routine maintenance.

     Federal Lands. Approximately one percent (360 acres) of the Underlying Properties are leases on land held by the federal government. Royalty payments due to the U.S. government for natural gas produced from federal lands included in the Underlying Properties must be calculated in conformance with a Working Interest owner’s interpretation of regulations issued by the Minerals Management Service (“MMS”). MMS regulations cover both valuation standards, which establish the basis for placing a value on production, and cost allowances, which define those post-production costs that are deductible by the lessee.

     The Trust is subject to certain rules of the Bureau of Land Management under which the holding of interests in leases by persons other than citizens, nationals and legal resident aliens of the United States (“Eligible Citizens”) are limited. As a result, non-Eligible Citizens are prohibited from owning Units. If any Units are acquired by persons or entities not constituting Eligible Citizens, such Unitholders may be required to sell such Units pursuant to a procedure set forth in the Trust Agreement. See “Business—Description of the Trust—Possible Divestiture of Units.”

     Additional Wells. Well spacing rules, which are in effect in Alabama, generally govern the space between wells drilled to the same productive formation and are promulgated in order to prevent waste and confiscation of property. Pursuant to such rules, the Existing Wells are located on 40- to 80-acre spacing units. Exceptions or changes to these rules may be granted by the applicable regulatory agency upon application of an interested party following notice to other interested parties if, in the agency’s opinion, good reasons exist therefor after consideration of evidence presented by the applicant and any opponents. The Company has informed the Trust that it is not aware of any plans to change spacing regulations with respect to the Underlying Properties in Alabama. No assurances can be made, however, that exceptions or changes will not be made in the future.

     The Company and its affiliates or unrelated third parties may acquire interests in properties adjoining the Underlying Properties. It is possible that wells drilled on adjoining properties would drain reserves attributable to the Underlying Properties.

     The Company has agreed for the term of the Trust not to consent to, cooperate with, assist in or conduct infill drilling (except as required by law) on any of the Underlying Properties in which the Company owned an interest as of June 1, 1994. Although the Company believes that it is unlikely that any additional wells will be drilled, if the Operating Agreement is terminated, the Company cannot prevent one of the other owners of an interest in the Underlying Properties from drilling additional wells on the Underlying Properties. Additional wells, if drilled, could recover a portion of the reserves otherwise producible from wells burdened by the Company Interests, thereby reducing the Gross Proceeds attributable to the Royalty Interests.

The Royalty Interests

     Summary of Conveyance. The Conveyance has been filed as an exhibit to this Form 10-K. The following summary of the material terms of the Conveyance is qualified in its entirety by reference to the terms thereof as set forth in such exhibit.

36

     Expenses Borne by Royalty Interests. The Royalty Interests are non-operating, non-expense bearing interests, except for their share of property, production and related taxes, including severance taxes. Accordingly, owners of the Royalty Interests are not liable or responsible for costs or liabilities incurred by the Working Interest owners in connection with the production of Gas from the Underlying Properties.

     Operating Standard. The Company Interests Owner is obligated to conduct and carry on, as would a reasonably prudent operator, or cause to be so conducted or carried on, the development, maintenance and operation of the Company Interests.

     Infill Drilling. The Company Interests Owner has agreed not to consent to, cooperate with, assist in or conduct any infill drilling on the Underlying Properties, except as required by law.

     Pratt Recompletions. To recover behind pipe reserves, the Company Interests Owner recompleted certain of the Existing Wells to the Pratt coal seam prior to March 31, 1997.

     Right to Take In-Kind. The owner of the Royalty Interests has no right to take production in-kind.

     Pooling and Unitization. The Company Interests Owner has certain pooling and unitization rights.

     Right to Assign Company Interests. The Company Interests Owner has the right to assign all or any part of the Company Interests, subject to the Royalty Interests and the terms and provisions of the Conveyance. If any such assignment is made of part, but not all, of such interests, then effective as of the date of such assignment, the assignee will be required to make a separate computation of Gross Proceeds attributable to the assigned interests.

     Sale or Assignment of Royalty Interests. In certain situations, the Trust may sell or dispose of all or a part of the Royalty Interests, in which case the Trust would receive the proceeds therefrom and distribute such proceeds to the Unitholders, net of any amounts held as a reserve. See “Business—Description of the Trust—Transfer of Royalty Interests” and “Business—Description of the Trust—Duties and Limited Powers of the Trustee and the Delaware Trustee.”

     Books and Records. The Company Interests Owner is required to maintain books and records sufficient to determine the amounts payable with respect to the Royalty Interests.

     Computation and Payment. The Royalty Interests entitle the Trust to receive 65 percent of the Gross Proceeds. The Royalty Interests bear their proportionate share of property, production and related taxes (including severance taxes). The definitions, formulas and accounting procedures and other terms governing the computation of the Royalty Interests are set forth in the Conveyance.

     The Company Interests Owner is required, pursuant to the Conveyance, to pay to the Trust amounts received by the Company Interests Owner from the sale of Subject Gas attributable to the Royalty Interests. Under the Conveyance, the amounts payable by the Company Interests Owner with respect to the Royalty Interests are computed with respect to

37

each calendar quarter ending prior to termination of the Trust, and such amounts are paid to the Trust not later than the last business day before the 45th day following the end of each calendar quarter. The amounts paid to the Trust do not include interest on any amounts payable with respect to the Royalty Interests that are held by the Company Interests Owner prior to payment to the Trust. The Company Interests Owner is entitled to retain all amounts attributable to the Retained Interests. The Company Interests Owner deducts from the payment to the Trust the Royalty Interests’ share of property, production and related taxes (including severance taxes) and pays the same on behalf of the Trust.

Reserve Estimate

     Reserve Estimate. The following table summarizes net proved reserves estimated as of January 1, 2009, and certain related information for the Royalty Interests from the Reserve Estimate prepared by Ralph E. Davis & Associates. The natural gas reserves were estimated by Ralph E. Davis & Associates by applying volumetric and decline curve analyses. All of such reserves constitute proved developed gas reserves. The Reserve Estimate was prepared in accordance with criteria established by the Commission.

	As of
Royalty Interests	January 1, 2009
Net Proved Natural Gas Reserves (MMcf)(a):
Developed Producing		19,800,354
Estimated Future Net Revenues (in thousands) (a)(b):
2009		11,275,905
2010		10,893,417
2011		9,604,468
2012		8,488,908
2013		7,494,520
Thereafter		48,933,415
Total	$	96,690,633
Total Discounted at 10 Percent	$	57,370,340

(a)

The estimates of reserves and future net revenues summarized in this table are based upon a price of $5.714 per Mcf, which represented the market price for gas in their fields as of December 31, 2008. This price may not be the most representative price for estimating reserves or related future net revenues data.

(b)

Estimated future net revenues are defined as the total revenues attributable to the Royalty Interests for gas production less the relevant share of production, property and related taxes (including severance taxes). Overhead costs have not been included, nor have the effects of depreciation, depletion and federal income tax. Estimated future net revenues and discounted estimated future net revenues are not intended and should not be interpreted as representing the fair market value for the estimated reserves.

     The reserve data set forth herein, which was prepared by Ralph E. Davis & Associates in a manner customary in the industry, is an estimate only, and actual quantities, rates of production

38

and sales prices for natural gas are likely to differ from the estimated amounts set forth herein, and such differences could be significant.

     There are many uncertainties inherent in estimating quantities and values of proved reserves and in projecting future rates of production. Reserve engineering is a subjective process of estimating underground accumulations of natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of the geological and engineering evaluation of that data. Results of testing and production subsequent to the date of an estimate may justify revision of such estimate. Further, reserve estimates for any given property may vary from engineer to engineer even though each engineer bases his estimate on common data and utilizes techniques and principles customary in the industry.

     For properties with short production histories, reserve estimates in many instances are based upon volumetric calculations and upon analogy to similar types of production or producing fields. Relative to many conventional natural gas producing properties, coal seam gas producing properties in general, and the Underlying Properties in particular, have short production histories. In addition, there are no significant coal seam reservoirs that have been produced to depletion that can be used as analogies to the Underlying Properties.

     The discounted estimated future net revenues shown herein were prepared using guidelines established by the Commission and may not be representative of the market value for the estimated reserves.

     The reserves attributable to the Royalty Interests are expected to decline substantially during the term of the Trust, and a portion of each cash distribution made by the Trust will, therefore, be analogous to a return of capital. As a result, cash distributions will decrease materially over time. For example, based upon the production estimates set forth in the Reserve Estimate, annual production attributable to the Royalty Interests is estimated to decline from 2.3 Bcf in 2009 to 1.5 Bcf in 2013.

     Detailed information concerning the number of wells on royalty properties is not generally available to the owner of Royalty Interests. Consequently, the Registrant does not have information that would be disclosed by a company with oil and gas operations, such as an accurate count of the number of wells located on the Underlying Properties, the number of exploratory or development wells drilled on the Underlying Properties during the periods presented by this report, or the number of wells in process or other present activities on the Underlying Properties, and the Registrant cannot readily obtain such information.

     Miscellaneous. Ralph E. Davis & Associates has delivered to the Trust the Reserve Estimate, a summary of which is included as an exhibit to this Form 10-K. Information concerning historical changes in net proved developed reserves attributable to the Royalty Interests, and the calculation of the standardized measure of discounted future net revenues related thereto, is contained in Note 8 of the Notes to the Financial Statements incorporated by reference in Item 8 hereof. Neither the Company nor Highmount Alabama has filed reserve estimates covering the Royalty Interests with any other federal authority or agency.

39

Natural Gas Sales Prices and Production

     The following table sets forth the actual net production volumes attributable to the Royalty Interests, weighted average property, production and related taxes and information regarding natural gas sales prices for the years ended December 31, 2008, December 31, 2007 and December 31, 2006.

	Year ended December 31,
	2008		2007		2006
Production attributable to the Royalty Interests (Bcf)		3.1		3.3		3.7
Weighted average property, production and related taxes (per Mcf)	$	0.54	$	0.42	$	0.44
Average Contract Price (per Mcf)	$	9.20	$	6.97	$	9.12

Gas Purchase Agreement

     El Paso, successor to Sonat Marketing, was required under the Gas Purchase Agreement to purchase the Gas produced from the Underlying Properties until such agreement was terminated, effective January 31, 2004.

     Contracts were secured from two purchasers, ConocoPhillips and Coral Energy Resources, L.P., for the base load gas for the period of November 1, 2004 through March 31, 2005. A gas sales contract was entered into with Sequent Energy for base load gas for the period of April 1, 2005 through October 31, 2005. A gas sales contract was entered into with SCANA Energy for base load gas for the period of November 1, 2005 through March 31, 2006. Separate gas sales contracts were entered into with Coral Energy and South Carolina Pipeline Company for base load gas for the period of April 1, 2006 through October 31, 2006. A gas sales contract was entered into with ConocoPhillips for base load gas for the period of November 1, 2006 through March 31, 2007. A gas sales contract was entered into with Coral Energy for base load gas for the period of April 1, 2007 through October 31, 2007. A gas sales contract was entered into with BP Energy for base load gas for the period of November 1, 2007 through March 31, 2008. During the terms of the above-mentioned contracts, any gas above the base load was sold on the spot market to various purchasers. The foregoing information regarding the gas purchase contracts has been provided to the Trustee by Dominion Resources and HighMount Alabama.

Operation of Properties

     No Control by Trust. Under the terms of the Conveyance, neither the Trustees nor Unitholders will be able to influence or control the operation or future development of the Underlying Properties. Unitholders will therefore be reliant on the Company and the other Working Interest owners to make all decisions regarding operations on the Underlying Properties. The Trust will not be able to appoint or control the appointment of operators.

     The Conveyance does not prohibit the transfer of the Underlying Properties by the Company, subject to and burdened by the Royalty Interests. The Company and the other Working Interest owners of the Underlying Properties will have the right, subject to certain

40

restrictions, to abandon any well or lease on the Underlying Properties under certain circumstances. Upon abandonment of any such well or lease, that portion of the Royalty Interests relating thereto will be extinguished. See “—Sale and Abandonment of Underlying Properties.”

     Operating Agreement. Pursuant to the Operating Agreement, ConocoPhillips operated and maintained the Underlying Properties for the Company and the other Working Interest owners until January 1, 2003. As amended October 30, 1996, the Operating Agreement had a three-year term and was to be automatically renewed for additional one-year periods unless either party provided written notice to the other party of its desire to terminate the Operating Agreement before the end of the current calendar year. On December 27, 2000, Dominion Resources notified ConocoPhillips that it was terminating the automatic one-year extension of the agreement. As such, the Operating Agreement was amended effective January 1, 2003 naming Dominion Black Warrior Basin, Inc. as the operator of the Underlying Properties.

Sale and Abandonment of Underlying Properties

     The Company has the right to abandon any well or lease included in the Underlying Properties if, in its opinion, acting as would a reasonably prudent operator, such well or lease is not capable of producing Gas in commercial quantities (determined before giving effect to the Royalty Interests). Neither the Trust nor the Unitholders will control the timing of the plugging and abandoning of any wells. Through December 31, 2008, none of the wells included in the Underlying Properties had been plugged and abandoned.

     The Company may sell its interest in the Underlying Properties, subject to and burdened by the Royalty Interests, without the consent of the Trust or Unitholders. Under the Trust Agreement, the Company has certain rights (but not the obligation) to purchase the Royalty Interests upon termination of the Trust. See “Business—Description of the Trust—Termination and Liquidation of the Trust.”

HighMount Alabama’s Assurances

     Pursuant to the Assignment and Assumption Agreement, HighMount Alabama agreed to assume the obligations of Dominion Resources pursuant to the Trust Agreement to cause each of the following obligations to be paid in full when due: (i) all liabilities and operating and capital expenses that any Company Interests Owner becomes obligated to pay as a result of such Company Interests Owner’s obligations under the Conveyance and (ii) the obligations of the Company to indemnify the Trust, the Trustee and the Delaware Trustee for certain environmental liabilities under the Trust Agreement (collectively, the “Payment Obligations”).

     The Trustee may, at any time after the tenth day following receipt by HighMount Alabama of written notice from the Trustee that a Payment Obligation has not been paid when due, make demand of HighMount Alabama for payment stating the amount due. HighMount Alabama is obligated to cure any failure to pay the obligation within 10 days following receipt of the foregoing demand. After written request of the Unitholders owning of record not less than 25 percent of the Units then outstanding served upon the Trustee, and absent action by the Trustee within 10 days following receipt by the Trustee of such written request to enforce such

41

obligations for the benefit of the Trust, such Unitholders may, acting as a single class and on behalf of the Trust, seek to enforce HighMount Alabama’s performance obligations.

     All of HighMount Alabama’s obligations will terminate upon: (i) the termination and cancellation of the Trust, (ii) the sale or other transfer by the Company of all or substantially all of the Company’s interest in the Underlying Properties subject to the terms of the Trust Agreement and (iii) the sale or other transfer of a majority of HighMount Alabama’s direct or indirect equity ownership interest in the Company; provided that, with respect to clauses (ii) and (iii) above, HighMount Alabama’s obligations will terminate only if: (a) the transferee has a specified credit rating or the transferee together with an affiliate that guarantees the transferee’s obligations has not less than a specified net worth or (b) the transferee is approved by the holders of a majority of the outstanding Units; and provided further, that in the case of clauses (ii) or (iii) above the transferee also unconditionally agrees in writing, in form and substance reasonably satisfactory to the Trustee, to assume HighMount Alabama’s remaining obligations under the Trust Agreement with respect to the assets transferred and under the Administrative Services Agreement.

Title to Properties

     Alabama counsel to the Company has opined that the Company’s title to its interest in the Underlying Properties, and the Trust’s title to the Royalty Interests, are good and defensible in accordance with standards generally accepted in the natural gas industry, subject to such exceptions that, in the opinion of Alabama counsel, are not so material as to detract substantially from the use or value of the Company Interests or the Royalty Interests.

     Although the matter is not entirely free from doubt, Alabama counsel has opined that the Royalty Interests constitute interests in real property under Alabama law. Consistent therewith, the Conveyance states that the Royalty Interests constitute real property interests. The Company has recorded the Conveyance in the appropriate real property records of Alabama in accordance with local recordation provisions. If, during the term of the Trust, the Company or any Company Interests Owner becomes involved as a debtor in bankruptcy proceedings under the Federal Bankruptcy Code, it is not entirely clear that the Royalty Interests would be treated as real property interests under the laws of Alabama.

Item 3. Legal Proceedings.

     The Trustee has been informed by the Company that the Trust has been named as a defendant in an action, styled Southwest Royalties, Inc. v. Dominion Black Warrior Basin, Inc., et al., filed in the Circuit Court of Fayette County Alabama on October 5, 2007 regarding the quieting of title in certain oil and gas rights related to property in Fayette and Tuscaloosa Counties in Alabama. The plaintiff alleges that defendants are knowingly producing gas in violation of the deeds in question. The plaintiff is also alleging conversion of gas, continuing trespass by defendants on plaintiff’s property, and suppression of material facts by defendants, and plaintiff is requesting an accounting, injunctive relief and compensatory and punitive damages, plus court costs and attorneys fees. The Trustee does not believe this litigation will have a material effect on the Trust’s financial statements.

42

Item 4. Submission of Matters to a Vote of Security Holders. Not applicable.

43

PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The Units in the Trust are listed and traded on the NYSE under the symbol “DOM.” The following table sets forth, for the periods indicated, the high and low sales prices per Unit on the NYSE and the amount of quarterly cash distributions per Unit paid by the Trust.

	Price				Distribution
	High		Low		per Unit
2008
First Quarter	$	23.05	$	15.25	$	0.651500
Second Quarter	$	27.50	$	21.06	$	0.710735
Third Quarter	$	25.99	$	20.00	$	0.972063
Fourth Quarter	$	22.31	$	12.00	$	0.910488
2007
First Quarter	$	28.00	$	22.50	$	0.690690
Second Quarter	$	27.70	$	24.00	$	0.646984
Third Quarter	$	26.19	$	19.27	$	0.735980
Fourth Quarter	$	24.00	$	17.20	$	0.603337

     At March 1, 2009, there were 7,850,000 Units outstanding and approximately 541 Unitholders of record.

     The Trust has no equity compensation plans and has not repurchased any Units during the period covered by this report.

Item 6. Selected Financial Data.

	Year Ended December 31,
	2008		2007		2006		2005		2004
Royalty Income	$	26,537,428	$	21,962,082	$	31,403,042	$	31,918,416	$	24,340,315
Distributable Income	$	25,644,510	$	20,912,169	$	30,467,067	$	31,029,034	$	23,449,768
Distributable Income per Unit	$	3.27	$	2.66	$	3.88	$	3.95	$	2.99
Distributions per Unit	$	3.24	$	2.68	$	3.88	$	3.95	$	2.99
Total Assets, December 31	$	23,055,462	$	26,676,808	$	30,692,809	$	34,838,807	$	39,946,530
Total Corpus, December 31	$	22,941,064	$	26,353,024	$	30,444,631	$	34,582,715	$	39,819,581

44

Item 7. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations. The Trust collects the proceeds attributable to the Royalty Interests and makes quarterly cash distributions to Unitholders. The only assets of the Trust, other than cash and cash equivalents being held for the payment of expenses and liabilities and for distribution to Unitholders, are the Royalty Interests. The Royalty Interests owned by the Trust burden the interest in the Underlying Properties that is owned by the Company.

     The Royalty Interests consist of overriding royalty interests burdening the Company’s interest in the Underlying Properties. The Royalty Interests generally entitle the Trust to receive 65 percent of the Gross Proceeds (as defined below) during the preceding calendar quarter. The Royalty Interests are non-operating interests and bear only expenses related to property, production and related taxes (including severance taxes). Gross Proceeds consist generally of the aggregate amounts received by the Company attributable to the interests of the Company in the Underlying Properties from the sale of coal seam gas at the central delivery points in the gathering system for the Underlying Properties.

     Distributable income of the Trust generally consists of the excess of royalty income plus interest income over the administrative expenses of the Trust. Upon receipt by the Trust, royalty income is invested in short-term investments in accordance with the Trust Agreement until its subsequent distribution to Unitholders.

     The amount of distributable income of the Trust for any calendar year may differ from the amount of cash available for distribution to the Unitholders in such year due to differences in the treatment of the expenses of the Trust and the determination of those amounts. The financial statements of the Trust are prepared on a modified cash basis pursuant to which the expenses of the Trust are recognized when they are paid or reserves are established whereas royalty income is recognized when received by the Trust. Consequently, the reported distributable income of the Trust for any year is determined by deducting from the income received by the Trust the amount of expenses paid by the Trust during such year. The amount of cash available for distribution to Unitholders is determined after adjustment for changes in reserves for unpaid liabilities in accordance with the provisions of the Trust Agreement. See Note 5 to the financial statements of the Trust appearing elsewhere in this Form 10-K for additional information regarding the determination of the amount of cash available for distribution to Unitholders.

     The year 2008 marked the fourteenth full year of the existence of the Trust. The Trust received royalty income amounting to $26,537,428 during the year ended December 31, 2008, compared to $21,962,082 for 2007 and $31,403,042 for 2006 primarily due to a significant increase in prices at the beginning of 2008 from 2007. The royalty income received by the Trust was net of the Royalty Interests’ allocable share of property, production and related taxes. Administrative expenses during the year ended December 31, 2008 decreased to $931,256, compared to $1,120,031 for 2007 and $1,028,746 for 2006. Distributable income for the year ended December 31, 2008 was $25,644,510, or $3.27 per Unit, compared to $20,912,169, or $2.66 per Unit, for 2007 and $30,467,067, or $3.88 per Unit, for 2006. The decrease in administrative expenses in 2008 compared to 2007 was primarily the result of a decrease in the number of Unitholders. The increase from 2006 to 2007 was primarily the result of higher professional fees related to Sarbanes-Oxley compliance and other legal matters.

45

     Royalty income to the Trust is attributable to the sale of depleting assets. All of the Underlying Properties burdened by the Royalty Interests consist of producing properties. Accordingly, the proved reserves attributable to the Company’s interest in the Underlying Properties are expected to decline substantially during the term of the Trust and a portion of each cash distribution made by the Trust will, therefore, be analogous to a return of capital. Accordingly, cash yields attributable to the Units are expected to decline over the term of the Trust. The changes in royalty income and distributable income noted in the preceding paragraph were due primarily to changes in the average prices received for gas attributable to the Royalty Interests as summarized in the table below.

     Royalty Income received by the Trust in a given calendar year will generally reflect the proceeds from the sale of gas produced from the Underlying Properties during the first three quarters of that year and the fourth quarter of the preceding calendar year due to the timing of the receipt of these revenues. Accordingly, the royalty income included in distributable income for the years ended December 31, 2008, 2007 and 2006, was based on production volumes and natural gas prices for the periods from October 1, 2007 to September 30, 2008, October 1, 2006 to September 30, 2007 and October 1, 2005 to September 30, 2006, respectively.

     The following table sets forth the production volumes attributable to the Trust’s Royalty Interests and the average sales Price and Index Price for such production for the periods indicated. These Assets are mature natural gas properties and production should decline in the latter years.

	For 12 Months Ended
	September 30,
	2008		2007		2006
Production (Bcf)(1)		3.098		3.402		3.665
Production (MMBtu)(2)		3.104		3.415		3.692
Average Contract Price Received ($/MMBtu)	$	9.10	$	6.84	$	8.98
Average Index Price ($/MMBtu)	$	9.35	$	7.07	$	9.22

(1)	Billion cubic feet of natural gas.
(2)	Trillion British Thermal Units.

     The information in this Form 10-K concerning production and prices relating to the Royalty Interests is based on information prepared and furnished by the Company to the Trustee. The Trustee has no control over and no responsibility relating to the operation of or accounting for the Underlying Properties.

     El Paso, successor to Sonat Marketing, was required under the Gas Purchase Agreement to purchase the Gas produced from the Underlying Properties until such agreement was terminated, effective January 31, 2004.

46

     Contracts were secured from various purchasers following termination of the Gas Purchase Agreement. A gas sales contract was entered into with SCANA Energy for base load gas for the period of November 1, 2005 through March 31, 2006. Separate gas sales contracts were entered into with Coral Energy and South Carolina Pipeline Company for base load gas for the period of April 1, 2006 through October 31, 2006. A gas sales contract was entered into with ConocoPhillips for base load gas for the period of November 1, 2006 through March 31, 2007. A gas sales contract was entered into with Coral Energy for base load gas for the period of April 1, 2007 through October 31, 2007. A gas sales contract was entered into with BP Energy for base load gas for the period of November 1, 2007 through March 31, 2008. During the terms of the above-mentioned contracts, any gas above the base load was sold on the spot market to various purchasers. The foregoing information regarding the gas purchase contracts has been provided to the Trustee by Dominion Resources and HighMount Alabama.

     The net proved reserves attributable to the Royalty Interests have been estimated as of December 31, 2008, 2007 and 2006, by independent petroleum engineers. The reserve quantities of 19.8 Bcf for 2008 compared to 22.6 Bcf for 2007 and compared to 26.9 Bcf for 2006, reflect a decline in reserves between 2006 and 2007 and between 2007 and 2008 as a result of production and a significant change in prices which affects the change in quantities. See “Financial Statements and Supplementary Data — Notes to Financial Statements— Note 8.”

Critical Accounting Policies and Estimates

     The Trust’s financial statements reflect the selection and application of accounting policies that require the Trust to make significant estimates and assumptions. The following are some of the more critical judgment areas in the application of accounting policies that currently affect the Trust’s financial condition and results of operations.

47

1. New Accounting Pronouncements

     In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement did not have an effect on the Trust’s financial statements.

     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of this statement did not have an effect on the Trust’s financial statements.

     In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of this statement did not have an effect on the Trust’s financial statements.

     In December 2007 the FASB issued SFAS No. 141(R), Business Combinations. This statement requires the acquiring entity in a business combination to recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after January 1, 2009. The Trustee does not believe that the adoption of this statement will have a material effect on the Trust’s financial statements.

     In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51. This statement requires reporting entities to present noncontrolling (minority) interests as equity (as opposed to as a liability or mezzanine equity) and provides guidance on the accounting for transactions between an entity and noncontrolling interests. This statement applies prospectively as of January 1, 2009, except for the presentation and disclosure requirements which will be applied retrospectively for all periods presented. The Trustee does not believe that the adoption of this statement will have a material effect on the Trust’s financial statements.

     In March 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS No. 161), effective for fiscal years and interim periods beginning after November 15, 2008, with early adoption allowed. SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 with the intent to provide users of financial statements with an enhanced understanding of an entity’s use of derivative instruments and the effect of those derivative instruments on an entity’s financial statements. The Trustee does not believe that the adoption of this statement will have a material effect on the Trust’s financial statements.

48

     In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. This statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements in conformity with GAAP, and is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Trustee does not believe that the adoption of this statement will have a material effect on the Trust’s financial statements.

2. Basis of Accounting

     The financial statements of the Trust are prepared on a modified cash basis and are not intended to present financial position and results of operations in conformity with accounting principles generally accepted in the United States of America. Preparation of the Trust’s financial statements on such basis includes the following:

• Royalty income and interest income are recorded in the period in which amounts are received by the Trust rather than in the period of production and accrual, respectively.

• General and administrative expenses are recorded based on liabilities paid and cash reserves established out of cash received.

• Amortization of the Royalty Interests is calculated on a unit-of-production basis and charged directly to Trust corpus based upon when revenues are received.

• Distributions to Unitholders are recorded when declared by the Trustee (see “Financial Statements and Supplementary Data — Notes to Financial Statements — Note 5).

     The financial statements of the Trust differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America because royalty income is not accrued in the period of production, general and administrative expenses recorded are based on liabilities paid and cash reserves established rather than on an accrual basis, and amortization of the Royalty Interests is not charged against operating results. The comprehensive basis of accounting other than accounting principles generally accepted in the United States of America corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission, as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.

49

3. Impairment

     The net amount of Royalty Interests in gas properties is limited to the fair value of these assets, which would likely be measured by discounting projected cash flows. If the net cost of Royalty Interests in gas properties exceeds the aggregate of these amounts, an impairment provision is recorded and charged to the Trust corpus. As of December 31, 2008, no impairment is required.

4. Revenue Recognition

     Revenues from Royalty Interests are recognized in the period in which amounts are received by the Trust. Royalty income received by the Trust in a given calendar year will generally reflect the proceeds, on an entitlements basis, from natural gas produced for the twelve-month period ended September 30th in that calendar year.

5. Reserve Disclosure

     Independent petroleum engineers estimate the net proved reserves attributable to the Royalty Interest. In accordance with SFAS No. 69, “Disclosures About Oil and Gas Producing Activities,” estimates of future net revenues from proved reserves have been prepared using year-end contractual gas prices and related costs. Numerous uncertainties are inherent in estimating volumes and the value of proved reserves and in projecting future production rates and the timing of development of non-producing reserves. Such reserve estimates are subject to change as additional information becomes available. The reserves actually recovered and the timing of production may be substantially different from the reserve estimates.

     Detailed information concerning the number of wells on royalty properties is not generally available to the owner of royalty interests. Consequently, the Registrant does not have information that would be disclosed by a company with oil and gas operations, such as an accurate count of the number of wells located on the Underlying Properties, the number of exploratory or development wells drilled on the Underlying Properties during the periods presented by this report, or the number of wells in process or other present activities on the Underlying Properties, and the Registrant cannot readily obtain such information.

6. Contingencies

     Contingencies related to the Underlying Properties that are unfavorably resolved would generally be reflected by the Trust as reductions to future royalty income payments to the Trust with corresponding reductions to cash distributions to Unitholders. The Trustee is aware of no such items as of December 31, 2008, other than as stated below.

     The Trustee has been informed by the Company that the Trust has been named as a defendant in an action, styled Southwest Royalties, Inc. v. Dominion Black Warrior Basin, Inc., et al., filed in the Circuit Court of Fayette County Alabama on October 5, 2007 regarding the quieting of title in certain oil and gas rights related to property in Fayette and Tuscaloosa Counties in Alabama. The plaintiff alleges that defendants are knowingly producing gas in violation of the deeds in question. The plaintiff is also alleging conversion of gas, continuing trespass by defendants on plaintiff’s property, and suppression of material facts by defendants, and plaintiff is requesting an accounting, injunctive relief and compensatory and punitive

50

damages, plus court costs and attorneys fees. At the time of filing of this Form 10-K, the Trustee does not have sufficient information to make a determination as to the materiality of this litigation.

Liquidity and Capital Resources

     As stipulated in the Trust Agreement, the Trust is intended to be passive in nature and neither the Delaware Trustee nor the Trustee has any control over or any responsibility relating to the operation of the Underlying Properties. The Trustee has powers to collect and distribute proceeds received by the Trust and pay Trust liabilities and expenses and its actions have been limited to those activities. The assets of the Trust are passive in nature, and other than the Trust’s ability to periodically borrow money as necessary to pay expenses, liabilities and obligations of the Trust that cannot be paid out of cash held by the Trust, the Trust is prohibited from engaging in borrowing transactions. As a result, other than such borrowings, if any, the Trust has no source of liquidity or capital resources other than the Royalty Interests. See the earlier discussions in Item 7 for the discussion of the operations and cash inflows and outflows of the Trust.

Off-Balance Sheet Arrangements

     As stipulated in the Trust Agreement, the Trust is intended to be passive in nature and neither the Delaware Trustee nor the Trustee has any control over or any responsibility relating to the operation of the Underlying Properties. The Trustee has powers to collect and distribute proceeds received by the Trust and pay Trust liabilities and expenses and its actions have been limited to those activities. Therefore, the Trust has not engaged in any off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations.

			Payments Due by Period
			Less than 1		1 - 3		3-5		More than
Contractual Obligations	Total		Year		Years		Years		5 Years
Distribution declared subsequent to year end	$	4,542,834	$	4,542,834		0		0		0
Total	$	4,542,834	$	4,542,834		0		0		0

     The above payable relates to distributions declared February 19, 2009 and payable March 11, 2009 to unitholders of record on March 2, 2009.

Forward-Looking Statements

     This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbor created thereby. All statements other than statements of historical fact included in this Annual Report are forward-looking statements. Such statements include, without limitation, factors affecting the price of oil

51

and natural gas contained in Item 1, “Business,” certain reserve information and other statements contained in Item 2, “Properties,” and certain statements regarding the Trust’s financial position, industry conditions and other matters contained in this Item 7. Although the Trustee believes that the expectations reflected in such forward-looking statements are reasonable, such expectations are subject to numerous risks and uncertainties and the Trustee can give no assurance that they will prove correct. There are many factors, none of which is within the Trustee’s control, that may cause such expectations not to be realized, including, among other things, factors identified in this Annual Report affecting oil and gas prices and the recoverability of reserves, general economic conditions, actions and policies of petroleum-producing nations and other changes in the domestic and international energy markets and the factors identified in Item 1A, “Risk Factors.”

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. The Trust invests in no derivative financial instruments and has no foreign operations or long-term debt instruments. The assets of the Trust are passive in nature, and other than the Trust’s ability to periodically borrow money as necessary to pay expenses, liabilities and obligations of the Trust that cannot be paid out of cash held by the Trust, the Trust is prohibited from engaging in borrowing transactions. The amount of any such borrowings is unlikely to be material to the Trust. The Trust periodically holds short-term investments acquired with funds held by the Trust pending distribution to Unitholders and funds held in reserve for the payment of Trust expenses and liabilities. Because of the short-term nature of these borrowings and investments and certain limitations upon the types of such investments that may be held by the Trust, the Trustee believes that the Trust is not subject to any material interest rate risk. The Trust does not engage in transactions in foreign currencies that could expose the Trust or Unitholders to any foreign currency related market risk.

52

Item 8. Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Unit Holders of Dominion Resources Black Warrior Royalty Trust and
Bank of America, N.A., Trustee:

We have audited the accompanying statements of assets, liabilities, and trust corpus of Dominion Resources Black Warrior Royalty Trust (“the Trust”) as of December 31, 2008 and 2007, and the related statements of distributable income and changes in trust corpus for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Trustee. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 2 to the financial statements, these financial statements have been prepared on a modified cash basis of accounting which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.

In our opinion, such financial statements present fairly, in all material respects, the assets, liabilities, and trust corpus of the Trust at December 31, 2008 and 2007, and the distributable income and changes in trust corpus for each of the three years in the period ended December 31, 2008, on the basis of accounting described in Note 2.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Trust’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 2009 expressed an unqualified opinion on the Trust’s internal control over financial reporting.

DELOITTE & TOUCHE LLP

Dallas, TX
March 13, 2009

53

DOMINION RESOURCES BLACK WARRIOR TRUST

FINANCIAL STATEMENTS

Statements of Assets, Liabilities and Trust Corpus

	December 31,
	2008		2007
ASSETS
Cash and cash equivalents	$	139,764	$	176,204
Royalty interests in gas properties (less accumulated amortization of $132,901,802 and $129,316,896, respectively)		22,915,698		26,500,604
Total Assets	$	23,055,462	$	26,676,808
LIABILITIES AND TRUST CORPUS
Trust expenses payable	$	114,398	$	323,784
Trust corpus (7,850,000 units of beneficial interest authorized, issued and outstanding)		22,941,064		26,353,024
Total Liabilities and Trust Corpus	$	23,055,462	$	26,676,808

Statements of Distributable Income

	Year Ended December 31,
	2008			2007			2006
Royalty income	$	26,537,428		$	21,962,082		$	31,403,042
Interest income		38,338			70,118			92,771
		26,575,766			22,032,200			31,495,813
General and administrative expenses		(931,256	)		(1,120,031	)		(1,028,746	)
Distributable income	$	25,644,510		$	20,912,169		$	30,467,067
Distributable income per unit (7,850,000 units)	$	3.27		$	2.66		$	3.88
Distributions per unit	$	3.24		$	2.68		$	3.88

Statements of Changes in Trust Corpus

	Year Ended December 31,
	2008			2007			2006
Trust corpus, beginning of period	$	26,353,024		$	30,444,631		$	34,582,715
Amortization of Royalty Interests		(3,584,906	)		(3,989,396	)		(4,158,573	)
Distributable income		25,644,510			20,912,169			30,467,067
Distributions to Unitholders		(25,471,564	)		(21,014,380	)		(30,446,578	)
Trust corpus, end of period	$	22,941,064		$	26,353,024		$	30,444,631

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

54

Notes to Financial Statements
Years Ended December 31, 2008, 2007 and 2006

1. Trust Organization and Provisions

     Dominion Resources Black Warrior Trust (the “Trust”) was formed as a Delaware business trust pursuant to the terms of the Trust Agreement of Dominion Resources Black Warrior Trust (as amended, the “Trust Agreement”), entered into effective as of May 31, 1994, among Dominion Black Warrior Basin, Inc., an Alabama corporation, as trustor; Dominion Resources, Inc., a Virginia corporation (“Dominion Resources”); and Bank of America, N.A. (as successor to NationsBank of Texas, N.A.), a national banking association (the “Trustee”); and Mellon Bank (DE) National Association, a national banking association (the “Delaware Trustee”), as trustees. The Trustees are independent financial institutions. In 2007 the Bank of America private wealth management group officially became known as “U.S. Trust, Bank of America Private Wealth Management.” The legal entity that serves as Trustee of the Trust did not change, and references in this Form 10-K to U.S. Trust, Bank of America Private Wealth Management shall describe the legal entity Bank of America, N.A.

     The Trust is a grantor trust formed to acquire and hold certain overriding royalty interests (the “Royalty Interests”) burdening proved natural gas properties located in the Pottsville coal formation of the Black Warrior Basin, Tuscaloosa County, Alabama (the “Underlying Properties”) owned by HighMount Black Warrior Basin LLC, a Delaware limited liability company, as successor to Dominion Black Warrior Basin, Inc. (the “Company”). The Trust was initially created by the filing of its Certificate of Trust with the Delaware Secretary of State on May 31, 1994. In accordance with the Trust Agreement, the Company contributed $1,000 as the initial corpus of the Trust. On June 28, 1994, the Royalty Interests were conveyed to the Trust by the Company pursuant to the Overriding Royalty Conveyance (the “Conveyance”), effective as of June 1, 1994, from the Company to the Trust, in consideration for all the 7,850,000 authorized units of beneficial interest (“Units”) in the Trust. The Company transferred all the Units to its parent, Dominion Energy, Inc., a Virginia corporation (“Dominion Energy”), which in turn transferred all the Units to its parent, Dominion Resources, Inc., a Virginia corporation (“Dominion Resources”), which sold an aggregate of 6,904,000 Units to the public through various underwriters (the “Underwriters”) in June and August 1994 and the remaining 946,000 Units through certain of the Underwriters in June 1995.

     The Trustee has all powers to collect and distribute proceeds received by the Trust and to pay Trust liabilities and expenses. The Delaware Trustee has only such powers as are set forth in the Trust Agreement or are required by law and is not empowered to otherwise manage or take part in the management of the Trust. The Royalty Interests are passive in nature and neither the Trustee nor the Delaware Trustee has any control over, or any responsibility relating to, the operation of the Underlying Properties or the Company’s interest therein.

     The Trust is subject to termination under certain circumstances described in the Trust Agreement. Upon the termination of the Trust, all Trust assets will be sold and the net proceeds therefrom distributed to Unitholders.

     The only assets of the Trust, other than cash and temporary investments being held for the payment of expenses and liabilities and for distribution to Unitholders, are the Royalty

55

Interests. The Royalty Interests consist of overriding royalty interests burdening the Company’s interest in the Underlying Properties. The Royalty Interests generally entitle the Trust to receive 65 percent of the Company’s Gross Proceeds (as defined below). The Royalty Interests are non-operating interests and bear only expenses related to property, production and related taxes (including severance taxes). “Gross Proceeds” consist generally of the aggregate amounts received by the Company attributable to the interests of the Company in the Underlying Properties from the sale of coal seam gas at the central delivery points in the gathering system for the Underlying Properties. The definitions, formulas and accounting procedures and other terms governing the computation of the Royalty Interests are set forth in the Conveyance.

     Because of the passive nature of the Trust and the restrictions and limitations on the powers and activities of the Trustee contained in the Trust Agreement, the Trustee does not consider any of the officers and employees of the Trustee to be “officers” or “executive officers” of the Trust as such terms are defined under applicable rules and regulations adopted under the Securities Exchange Act of 1934.

     On July 31, 2007, subsidiaries of HighMount purchased certain assets from subsidiaries of Dominion Resources, including all of the equity interests in the Company which owns the interests in the Underlying Properties that are burdened by the Trusts’ Royalty Interests. The Trust continues to have ownership in the Royalty Interests burdening the Underlying Properties and such sale did not affect that ownership. In connection with the sale, Dominion Resources assigned its rights and obligations under the Trust Agreement governing the Trust and the Administrative Services Agreement to HighMount Alabama, a subsidiary of HighMount.

2. Basis of Accounting

     The financial statements of the Trust are prepared on a modified cash basis and are not intended to present financial position and results of operations in conformity with accounting principles generally accepted in the United States of America. Preparation of the Trust’s financial statements on such basis includes the following:

• Royalty income and interest income are recorded in the period in which amounts are received by the Trust rather than in the period of production and accrual, respectively.

• General and administrative expenses are recorded based on liabilities paid and cash reserves established out of cash received.

• Amortization of the Royalty Interests is calculated on a unit-of-production basis and charged directly to Trust corpus based upon when revenues are received.

• Distributions to Unitholders are recorded when declared by the Trustee (see Note 5).

     The financial statements of the Trust differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America because royalty income is not accrued in the period of production, general and administrative expenses recorded are based on liabilities paid and cash reserves established rather than on an accrual basis, and amortization of the Royalty Interests is not charged against operating results. The comprehensive basis of accounting other than accounting principles generally accepted in

56

the United States of America corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission, as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.

Use of Estimates

     The preparation of financial statements in conformity with the basis of accounting described above requires management to make estimates and assumptions that affect reported amounts of certain assets, liabilities, revenues and expenses as of and for the reporting periods. Actual results may differ from such estimates.

Impairment

     The net amount of Royalty Interests in Gas properties is limited to the fair value of these assets, which would likely be measured by discounting projected cash flows. If the net cost of Royalty Interests in Gas properties exceeds the aggregate of these amounts, an impairment provision is recorded and charged to the Trust corpus. As of December 31, 2008, no impairment is required.

Distributable Income Per Unit

     Basic distributable income per unit is computed by dividing distributable income by the weighted average units outstanding. Distributable income per unit assuming dilution is computed by dividing distributable income by the weighted average number of units and equivalent units outstanding. The Trust had no equivalent units outstanding for any period presented, thus basic distributable income per unit and diluted distributable income per unit are the same.

57

3. New Accounting Pronouncements

     In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement did not have an effect on the Trust’s financial statements.

     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of this statement did not have an effect on the Trust’s financial statements.

     In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of this statement did not have an effect on the Trust’s financial statements.

     In December 2007 the FASB issued SFAS No. 141(R), Business Combinations. This statement requires the acquiring entity in a business combination to recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after January 1, 2009. The Trustee does not believe that the adoption of this statement will have a material effect on the Trust’s financial statements.

     In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51. This statement requires reporting entities to present noncontrolling (minority) interests as equity (as opposed to as a liability or mezzanine equity) and provides guidance on the accounting for transactions between an entity and noncontrolling interests. This statement applies prospectively as of January 1, 2009, except for the presentation and disclosure requirements which will be applied retrospectively for all periods presented. The Trustee does not believe that the adoption of this statement will have a material effect on the Trust’s financial statements.

     In March 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS No. 161), effective for fiscal years and interim periods beginning after November 15, 2008, with early adoption allowed. SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 with the intent to provide users of financial statements with an enhanced understanding of an entity’s use of derivative instruments and the effect of those derivative instruments on an entity’s financial statements. The Trustee does not believe that the adoption of this statement will have a material effect on the Trust’s financial statements.

58

     In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. This statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements in conformity with GAAP, and is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Trustee does not believe that the adoption of this statement will have a material effect on the Trust’s financial statements.

4. Federal Income Taxes

     The Trust is a grantor trust for Federal income tax purposes. As a grantor trust, the Trust is not required to pay Federal income taxes. Accordingly, no provision for federal income taxes has been made in these financial statements.

     Because the Trust is treated as a grantor trust, and because a Unitholder is treated as directly owning an interest in the Royalty Interests, each Unitholder is taxed directly on his per Unit pro rata share of income attributable to the Royalty Interests consistent with the Unitholder’s method of accounting and without regard to the taxable year or accounting method employed by the Trust.

     Some Trust Units are held by middlemen, as such term is broadly defined in U.S. Treasury Regulations (and includes custodians, nominees, certain joint owners, and brokers holding an interest for a custodian in street name, referred to herein collectively as “middlemen”). Therefore, the Trustee considers the Trust to be a non-mortgage widely held fixed investment trust (“WHFIT”) for U.S. federal income tax purposes. U.S. Trust, Bank of America, Private Wealth Management, 901 Main Street, 17th Floor, Dallas, Texas 75202, telephone number (214) 209-2400, is the representative of the Trust that will provide tax information beginning with the 2008 tax year in accordance with applicable U.S. Treasury Regulations governing the information reporting requirements of the Trust as a WHFIT.

     Each Unitholder should consult his tax advisor regarding Trust tax compliance matters.

5. Related Party Transactions

     Until July 2007, Dominion Resources provided accounting, bookkeeping and informational services to the Trust in accordance with an Administrative Services Agreement dated effective June 1, 1994, after which HighMount Alabama assumed this function. During 2008 the fee for these services was $450,473, in the aggregate, and will increase annually by

59

three percent. Aggregate fees paid by the Trust to Dominion Resources in 2007 and 2006 were $440,560 and $427,729, respectively and to HighMount in 2008 were $450,473.

     Aggregate fees and expense reimbursements paid by the Trust to the Trustees in 2008, 2007 and 2006 were $50,047, $48,735 and $47,461, respectively.

6. Distributions to Unitholders

     The Trustee determines for each calendar quarter the amount of cash available for distribution to Unitholders. Such amount (the “Quarterly Distribution Amount”) is an amount equal to the excess, if any, of the cash received by the Trust attributable to production from the Royalty Interests during such quarter, provided that such cash is received by the Trust on or before the last business day prior to the 45th day following the end of such calendar quarter, plus the amount of interest expected by the Trustee to be earned on such cash proceeds during the period between the date of receipt by the Trust of such cash proceeds and the date of payment to the Unitholders of such Quarterly Distribution Amount, plus all other cash receipts of the Trust during such quarter (to the extent not distributed or held for future distribution as a Special Distribution Amount (as defined below) or included in the previous Quarterly Distribution Amount) (which might include sales proceeds not sufficient in amount to qualify for a special distribution as described in the next paragraph), over the liabilities of the Trust paid during such quarter and not taken into account in determining a prior Quarterly Distribution Amount, subject to adjustments for changes made by the Trustee during such quarter in any cash reserves established for the payment of contingent or future obligations of the Trust. An amount that is not included in the Quarterly Distribution Amount for a calendar quarter because such amount is received by the Trust after the last business day prior to the 45th day following the end of such calendar quarter will be included in the Quarterly Distribution Amount for the next calendar quarter. The Quarterly Distribution Amount for each quarter will be payable to Unitholders of record on the 60th day following the end of such calendar quarter unless such day is not a business day in which case the record date is the next business day thereafter. The Trustee will distribute the Quarterly Distribution Amount for each quarter on or prior to 70 days after the end of such calendar quarter to each person who was a Unitholder of record on the record date for such calendar quarter.

     The Royalty Interests may be sold under certain circumstances and will be sold following termination of the Trust. A special distribution will be made of undistributed net sales proceeds and other amounts received by the Trust aggregating in excess of $10 million (a “Special Distribution Amount”). The record date for a Special Distribution Amount will be the 15th day following the receipt by the Trust of amounts aggregating a Special Distribution Amount (unless such day is not a business day, in which case the record date will be the next business day thereafter) unless such day is within 10 days or less prior to the record date for a Quarterly Distribution Amount, in which case the record date for the Special Distribution Amount will be the same as the record date for the Quarterly Distribution Amount. Distribution to Unitholders of a Special Distribution Amount will be made no later than 15 days after the Special Distribution Amount record date.

60

7. Subsequent Events

     Subsequent to December 31, 2008, the Trust declared and paid the following distribution:

Quarterly		Distribution
Record Date	Payment Date	per Unit
March 2, 2009	March 11, 2009	$.578705

8. Quarterly Financial Data (Unaudited)

     The following table sets forth the royalty income, distributable income and distributable income per Unit of the Trust for each quarter in the years ended December 31, 2008 and 2007 (in thousands, except per Unit amounts):

	Royalty		Distributable		Distributable
Calendar Quarter	Income		Income		Income per Unit
2008
First	$	5,436	$	5,182	$	0.66
Second		5,922		5,636		0.72
Third		7,900		7,721		0.98
Fourth		7,279		7,106		0.91
	$	26,537	$	25,645	$	3.27
2007
First	$	5,706	$	5,414	$	0.69
Second		5,408		5,109		0.65
Third		6,003		5,814		0.74
Fourth		4,845		4,575		0.58
	$	21,962	$	20,912	$	2.66

     Selected 2008 fourth quarter data are as follows (in thousands, except per Unit amounts):

Royalty income	7,279
Interest income	9
General and administrative expenses	(182	)
Distributable income	7,106
Distributable income per Unit	.91
Distributions per Unit	.91

61

     Due to revisions in estimate of reserve quantities (see Note 8), estimated amortization of royalty interests decreased by approximately $48,747, increased by approximately $135,000, and increased by approximately $225,000 during the fourth quarters of 2008, 2007 and 2006, respectively. These adjustments did not have an impact on the Trust’s distributable income.

9. Supplemental Gas Disclosure (Unaudited)

     The net proved reserves attributable to the Royalty Interests have been estimated as of December 31, 2008, 2007, 2006, and January 1, 2006, by independent petroleum engineers.

     In accordance with Statement of Financial Accounting Standards No. 69, estimates of proved reserves and future net cash flows from proved reserves have been prepared using contractually guaranteed prices and end-of-period natural gas prices, and related costs. The standardized measure of future net cash flows from the gas reserves is calculated based on discounting such future net cash flows at an annual rate of 10 percent. The prices for December 31, 2008 and 2007, and January 1, 2007, were $5.714, $7.224, and $5.973 per Mcf, respectively. As of February 27, 2009, published Gas prices were approximately $4.056 per Mcf. The use of such price as compared to $5.714 per Mcf, which was used to calculate the above information, would result in a lower standardized measure of discounted future net cash flows for Gas.

     Numerous uncertainties are inherent in estimating volumes and value of proved reserves and in projecting future production rates and timing of development expenditures. Such reserve estimates are subject to change as additional information becomes available. The reserves actually recovered and the timing of production may be substantially different from the original estimates.

     Detailed information concerning the number of wells on royalty properties is not generally available to the owner of royalty interests. Consequently, the Registrant does not have information that would be disclosed by a company with oil and gas operations, such as an accurate count of the number of wells located on the Underlying Properties, the number of exploratory or development wells drilled on the Underlying Properties during the periods presented by this report, or the number of wells in process or other present activities on the Underlying Properties, and the Registrant cannot readily obtain such information.

     The reserve estimates for the Royalty Interests are based on a percentage share of the Company’s Gross Proceeds payable to the Trust of 65 percent.

Proved developed reserves at January 1, 2006	32,291
Revisions of previous estimates	(1,751	)
Production (MMcf)	(3,665	)
Proved developed reserves at December 31, 2006	26,875
Revisions of previous estimates	(966	)
Production (MMcf)	(3,312	)
Proved developed reserves at December 31, 2007	22,597
Revisions of previous estimates	301
Production (MMcf)	(3,098	)
Proved developed reserves at December 31, 2008	19,800

62

     All proved reserve estimates presented above at December 31, 2008, 2007, 2006, and January 1, 2006, are proved developed.

     Proved developed reserves, all located in the United States, for the Trust’s Interests are estimated quantities of coal seam gas that geological and engineering data indicate with reasonable certainty to be recoverable in future years from the coal formation under existing economic and operating conditions. The Trust’s proved developed reserves are proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.

     The following table sets forth the standardized measure of discounted estimated future net cash flows from proved reserves at December 31, 2008, 2007 and 2006 relating to the Trust’s Royalty Interests (thousands of dollars):

	2008			2007			2006
Future cash inflows	$	102,862		$	150,179		$	147,119
Future severance taxes		(6,171	)		(9,010	)		(8,827	)
Future net cash flows		96,691			141,169			138,292
10% annual discount for estimated timing of cash flow		(39,321	)		(56,320	)		(53,606	)
Standardized measure of discounted future net cash flows	$	57,370		$	84,849		$	84,686

     Future cash flows do not include Section 29 tax credits, which no longer apply for coal seam gas produced and sold after December 31, 2002.

     The following table sets forth the changes in the present value of estimated future net cash flows from proved reserves during the period ended December 31, 2008, 2007 and 2006 (thousands of dollars):

	2008			2007			2006
Balance at beginning of period	$	84,849		$	84,686		$	156,997
Increase (decrease) due to:
Royalty income, net of taxes		(26,537	)		(21,962	)		(31,403	)
Changes in prices		(21,711	)		22,619			(77,654	)
Changes in estimated volumes		12,285			(8,962	)		21,047
Accretion of discount		8,485			8,469			15,700
Balance at December 31	$	57,370		$	84,849		$	84,686

10. Gas Purchase Agreement

     El Paso Merchant Energy—Gas, L.P. (“El Paso”), successor to Sonat Marketing Company (“Sonat Marketing”), was required under a gas purchase agreement (the “Gas Purchase

63

Agreement”) to purchase the gas produced from the Underlying Properties until such agreement was terminated, effective January 31, 2004.

     Contracts were secured from various purchasers following termination of the Gas Purchase Agreement. A gas sales contract was entered into with SCANA Energy for base load gas for the period of November 1, 2005 through March 31, 2006. Separate gas sales contracts were entered into with Coral Energy and South Carolina Pipeline Company for base load gas for the period of April 1, 2006 through October 31, 2006. A gas sales contract was entered into with ConocoPhillips for base load gas for the period of November 1, 2006 through March 31, 2007. A gas sales contract was entered into with Coral Energy for base load gas for the period of April 1, 2007 through October 31, 2007. A gas sales contract was entered into with BP Energy for base load gas for the period of November 1, 2007 through March 31, 2008. During the terms of the above-mentioned contracts, any gas above the base load was sold on the spot market to various purchasers. The foregoing information regarding the gas purchase contracts has been provided to the Trustee by Dominion Resources and HighMount Alabama.

11. Contingencies

     The Trustee has been informed by the Company that the Trust has been named as a defendant in an action, styled Southwest Royalties, Inc. v. Dominion Black Warrior Basin, Inc., et al., filed in the Circuit Court of Fayette County Alabama on October 5, 2007 regarding the quieting of title in certain oil and gas rights related to property in Fayette and Tuscaloosa Counties in Alabama. The plaintiff alleges that defendants are knowingly producing gas in violation of the deeds in question. The plaintiff is also alleging conversion of gas, continuing trespass by defendants on plaintiff’s property, and suppression of material facts by defendants, and plaintiff is requesting an accounting, injunctive relief and compensatory and punitive damages, plus court costs and attorneys fees. The Trustee does not believe this litigation will have a material effect on the Trust’s financial statements.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

     As of the end of the period covered by this report, the Trustee carried out an evaluation of the effectiveness of the design and operation of the Trust’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Trustee concluded that the Trust’s disclosure controls and procedures are effective in timely alerting the Trustee to material information relating to the Trust required to be included in the Trust’s periodic filings with the Securities and Exchange Commission. In its evaluation of disclosure controls and procedures, the Trustee has relied, to the extent considered reasonable, on information provided by the Company.

Changes in Internal Control Over Financial Reporting

     There has not been any change in the Trust’s internal control over financial reporting during the fourth quarter of 2008 that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Trustee’s Report on Internal Control Over Financial Reporting

     The Trustee is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended. The Trustee conducted an evaluation of the effectiveness of the Trust’s internal control over financial reporting — modified cash basis (“internal control over financial reporting”) based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Trustee’s evaluation under the framework in Internal Control-Integrated Framework, the Trustee concluded that the Trust’s internal control over financial reporting was effective as of

64

December 31, 2008. The independent registered public accounting firm of Deloitte & Touche LLP, as auditors of the statements of assets, liabilities, and trust corpus, and the related statements of distributable income and changes in trust corpus for the period ended December 31, 2008, has issued an attestation report on the Trust’s internal control over financial reporting, which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Unit Holders of Dominion Resources Black Warrior Royalty Trust and
Bank of America, N.A., Trustee

We have audited the internal control over financial reporting of Dominion Resources Black Warrior Royalty Trust (the “Trust”) as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Trustee is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Trustee’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A trust’s internal control over financial reporting is a process designed by, or under the supervision of, the Trustee, or persons performing similar functions, and effected by the Trustee to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America and is describe in Note 2 to the Trust’s financial statements. A trust’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the trust; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with cash basis of accounting discussed above, and that receipts and expenditures of the trust are being made only in accordance with authorizations of the Trustee; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the trust’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

65

In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statements of assets, liabilities, and trust corpus of the Trust as of December 31, 2008 and the related statement of distributable income and changes in trust corpus for the year ended December 31 2008, which financial statements have been prepared on the modified cash basis of accounting as described in Note 2 to such financial statements, and our report dated March 13, 2009 expressed an unqualified opinion on those financial statements.

DELOITTE & TOUCHE LLP

Dallas, TX
March 13, 2009

Item 9B. Other Information. None.

66

PART III.

Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers. The Trust has no directors or executive officers. Each of the Trustee and the Delaware Trustee is a corporate trustee that may be removed as trustee under the Trust Agreement, with or without cause, at a meeting duly called and held by the affirmative vote of Unitholders of not less than a majority of all the Units then outstanding. Any such removal of the Delaware Trustee shall be effective only at such time as a successor Delaware Trustee fulfilling the requirements of Section 3807(a) of the Delaware Code has been appointed and has accepted such appointment, and any such removal of the Trustee shall be effective only at such time as a successor Trustee has been appointed and has accepted such appointment.

     Audit Committee and Nominating Committee. Because the Trust has no directors, it does not have an audit committee, an audit committee financial expert or a nominating committee.

     Compliance with Section 16(a) of the Exchange Act. The Trust has no directors and officers and knows of no Unitholder that is a beneficial owner of more than 10 percent of the outstanding Units and is therefore unaware of any person that failed to report on a timely basis reports required by Section 16(a) of the Exchange Act.

     Code of Ethics. Because the Trust has no employees, it does not have a code of ethics. Employees of the Trustee, Bank of America, N.A., must comply with the bank’s code of ethics, a copy of which will be provided to Unitholders, without charge, upon request made to U.S. Trust, Bank of America Private Wealth Management, Trustee, 901 Main Street, 17th Floor, Dallas, Texas 75202, Attention: Ron Hooper.

Item 11. Executive Compensation.

     Compensation Committee. Because the Trust has no directors, it does not have a compensation committee.

     The following is a description of certain fees and expenses anticipated to be paid or borne by the Trust, including fees expected to be paid to Dominion Resources, the Trustee, the Delaware Trustee, Mellon Investor Service, L.L.C. (as successor to Chemical Shareholder Services Group, Inc.) (the “Transfer Agent”) or their respective affiliates.

     Ongoing Administrative Expenses. The Trust is responsible for paying all fees, charges, expenses, disbursements and other costs incurred by the Trustee in connection with the discharge of its duties pursuant to the Trust Agreement, including, without limitation, trustee fees, engineering, audit, accounting and legal fees and expenses, printing and mailing costs, amounts reimbursed or paid to the Company or HighMount Alabama pursuant to the Trust Agreement or the Administrative Services Agreement and the out-of-pocket expenses of the Transfer Agent.

     Compensation of the Trustee. The Trust Agreement provides that the Trustee is to be compensated for its administrative services and preparation of quarterly and annual statements, out of the Trust assets, in an annual amount of $45,047, plus an hourly charge for services in excess of a combined total of 350 hours annually at its standard rate, which is currently $150 per hour. These service fees escalate by three percent annually. The Delaware Trustee is compensated for its administrative services, in an annual amount of $5,000, which will be paid

67

by the Trustee. Each of the Trustee and the Delaware Trustee is entitled to reimbursement for out-of-pocket expenses. Upon termination of the Trust, the Trustee will receive, in addition to its out-of-pocket expenses, a termination fee in the amount of $10,000. If the Trustee resigns and a successor has not been appointed in accordance with the terms of the Trust Agreement within 210 days after the notice of resignation is received, the fee payable to the Trustee will increase significantly until a new trustee is appointed. During 2008, the Trustee and the Delaware Trustee received total compensation of $45,047 and $5,000, respectively.

     Compensation of the Transfer Agent. The Transfer Agent receives a transfer agency fee of $3.25 annually per account, plus $1.50 for each certificate issued and $.40 for each check issued (subject to an annual minimum of $7,200).

     Fees to HighMount Alabama. HighMount Alabama will receive throughout the term of the Trust an administrative services fee for accounting, bookkeeping and other administrative services relating to the Royalty Interests and the Underlying Properties as described in “Certain Relationships and Related Transactions — Administrative Services Agreement.” Prior to July 2007, such services were performed by and the administrative services fee was paid to Dominion Resources.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

     Security Ownership of Certain Beneficial Owners. The Trustee knows of no Unitholder that is a beneficial owner of more than five percent of the outstanding Units.

     Security Ownership of Management. The Trust has no directors or executive officers. As of March 1, 2009, Bank of America, N.A., the Trustee, beneficially owned 10,397 units. Mellon Bank (DE) National Association, the Delaware Trustee, did not beneficially own any Units.

     Changes in Control. The Trustee knows of no arrangements the operation of which may at a subsequent date result in a change in control of the Registrant.

     Securities Authorized for Issuance Under Equity Compensation Plans. The Trust has no equity compensation plans.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Administrative Services Agreement

     Pursuant to the Trust Agreement, Dominion Resources and the Trust entered into the Administrative Services Agreement, pursuant to which the Trust is obligated, throughout the term of the Trust, to pay to Dominion Resources each quarter an administrative services fee for accounting, bookkeeping and other administrative services relating to the Royalty Interests and the Underlying Properties. In July 2007, HighMount Alabama assumed Dominion Resources’ obligations under the Administrative Services Agreement and will be entitled to the administrative services fee. The annual fee, payable in equal quarterly installments, is currently $450,473 and will increase annually by three percent.

68

     A copy of the Administrative Services Agreement is filed as an exhibit to this Form 10-K. The foregoing summary of the material provisions of the Administrative Services Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Administrative Services Agreement.

HighMount Alabama’s Conditional Right of Repurchase

     Dominion Resources assigned its rights under the Trust Agreement to HighMount Alabama, including its right to repurchase all (but not less than all) outstanding Units at any time at which 15 percent or less of the outstanding Units is owned by persons or entities other than HighMount Alabama and its affiliates. Any such repurchase would generally be at a price equal to the greater of (i) the highest price at which HighMount Alabama or any of its affiliates acquired Units during the 90 days immediately preceding the Determination Date and (ii) the average closing price of Units on the NYSE for the 30 trading days immediately preceding the Determination Date. Any such repurchase would be conducted in accordance with applicable Federal and state securities laws. See “Business—Description of Units—Conditional Right of Repurchase.”

Potential Conflicts of Interest

     The interests of HighMount Alabama and its affiliates and the interests of the Trust and the Unitholders with respect to the Underlying Properties could at times be different. The following is a summary of certain conflicts of interest:

     Obligations of Company Interests Owner may exceed its share of distributions and tax credits. As a Working Interest owner in the Underlying Properties, the Company Interests Owner is responsible for an average of approximately 98 percent of the operating costs of the Existing Wells but only entitled to approximately 28 percent of the revenues therefrom, after giving effect to the Royalty Interests. Based on the Reserve Estimate, beginning in the year 2000, the projected operating costs to be borne by the Company Interests Owner were anticipated to exceed its projected share of Gross Proceeds and Section 29 tax credits (before the Section 29 tax credit expired for coal seam gas produced and sold after 2002). The terms of the Conveyance provide, however, that the Company Interests Owner will make decisions with respect to the Company Interests pursuant to the standard of a reasonably prudent operator.

     Sale or abandonment of Underlying Properties may terminate assurances. The Company Interests Owner’s interests may conflict with those of the Trust and Unitholders in situations involving the sale or abandonment of Underlying Properties. The Company Interests Owner has the right at any time to sell any of the Underlying Properties subject to the Royalty Interests and may abandon a well or lease included in the Underlying Properties if such well or lease is not capable of producing in commercial quantities, determined before giving effect to the Royalty Interests. Under certain circumstances, a sale or abandonment will effectively terminate HighMount Alabama’s assurances of the Company Interests Owner’s obligation to the Trust with respect to the Underlying Properties sold or abandoned. Such sales or abandonment may not be in the best interest of the Trust or the Unitholders.

     HighMount Alabama may profit from contracts with the Trust. The amount that HighMount Alabama may charge for services it renders under the Administrative Services

69

Agreement is established in such contract at rates that do not necessarily take into account the actual cost of rendering such services by HighMount Alabama. Accordingly, HighMount Alabama may profit or suffer losses in connection with the performance of such contract.

Item 14. Principal Accounting Fees and Services.

     Fees for services performed by Deloitte & Touche LLP for the years ended December 31, 2008 and 2007 are:

	2008		2007
Audit Fees	$	71,000	$	147,500
Audit-related fees		—		—
Tax fees		—		—
All other fees		—		—
	$	71,000	$	147,500

     As referenced in Item 10 above, the Trust has no audit committee, and as a result, has no audit committee pre-approval policy with respect to fees paid to Deloitte & Touche LLP.

PART IV.

Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as a part of this report:

Financial Statements (included in Item 8 of this report)

Report of Independent Registered Public Accounting Firm

Statements of Assets, Liabilities and Trust Corpus as of December 31, 2008 and 2007

Statements of Distributable Income for the years ended December 31, 2008, 2007 and 2006

Statements of Changes in Trust Corpus for the years ended December 31, 2008, 2007 and 2006

Notes to Financial Statements

Financial Statement Schedules

     Financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements and notes thereto.

70

Exhibits

No.		Exhibit
3.1	—	Trust Agreement of Dominion Resources Black Warrior Trust dated as of May 31, 1994, by and among Dominion Black Warrior Basin, Inc., Dominion Resources, Inc., Mellon Bank (DE) National Association and NationsBank, N.A. (as successor to NationsBank of Texas, N.A.) (filed as Exhibit 3.1 to Dominion Resources, Inc.’s Registration Statement* on Form S-3 (No. 33-53513), and incorporated herein by reference).
3.2	—	First Amendment of Trust Agreement of Dominion Resources Black Warrior Trust dated as of June 27, 1994, by and among Dominion Black Warrior Basin, Inc., Dominion Resources, Inc., Mellon Bank (DE) National Association and NationsBank, N.A. (as successor to NationsBank of Texas, N.A.) (filed as Exhibit 3.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference).
10.1	—	Overriding Royalty Conveyance dated as of June 28, 1994, from Dominion Black Warrior Basin, Inc. to Dominion Resources Black Warrior Trust (filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference).
10.2	—	Administrative Services Agreement dated as of June 1, 1994, by and between Dominion Resources, Inc. and Dominion Resources Black Warrior Trust (filed as Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference).
10.3	—	Amendment to and Ratification of Overriding Royalty Conveyance dated as of November 20, 1994, among Dominion Black Warrior Basin, Inc., NationsBank, N.A. (as successor to NationsBank of Texas, N.A.), and Mellon Bank (DE) National Association (filed as Exhibit 10.3 to the Registrant’s Form 10-K for the year ended December 31, 1994 and incorporated herein by reference).
10.4	—	Gas Purchase Agreement, dated as of May 3, 1994, between Sonat Marketing and the Company (filed as Exhibit 10.2 to Dominion Resources, Inc.’s Registration Statement* on Form S-3 (No. 33-53513), and incorporated herein by reference).
10.5	—	Amendment to Gas Purchase Agreement dated May 16, 1996, between Sonat Marketing and the Company (filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference).
10.6	—	Amendment to Gas Purchase Agreement dated April 9, 1998, between Sonat Marketing and the Company (filed as Exhibit 10.6 to the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).

71

No.		Exhibit
10.7	—	Amendment to Gas Purchase Agreement dated July 1, 1999, between Sonat Marketing and the Company (filed as Exhibit 10.7 to the Registrant’s Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
10.8	—	Amendment to Gas Purchase Agreement dated July 1, 2000, between El Paso Merchant Energy-Gas, L.P., as successor to Sonat Marketing Company, and the Company (filed as an exhibit to the Registrant’s Form 10-Q for the quarter ended September 30, 2000 and incorporated herein by reference).
10.9	—	Amendment to Gas Purchase Agreement dated July 1, 2001, between El Paso Merchant Energy-Gas, L.P., as successor to Sonat Marketing Company, and the Company (filed as an exhibit to the Registrant’s Form 10-Q for the quarter ended September 30, 2001 and incorporated herein by reference).
10.10	—	Amendment to Gas Purchase Agreement dated July 1, 2002 between El Paso Merchant Energy-Gas, L.P., as successor to Sonat Marketing Company, and the Company (filed as an exhibit to the Registrant’s Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference).
10.11	—	Assignment and Assumption Agreement, dated as of July 31, 2007, between Dominion Resources and HighMount Exploration & Production Alabama LLC (filed as an exhibit to the Registrant’s Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference).
23.1	—	Consent of Ralph E. Davis Associates, Inc., independent petroleum engineers.
31.1	—	Certification required by Rule 13a-14(a)/15d-14(a).
32.1	—	Certification required by Rule 13a-14(b)/15d-14(b) and Section 906 of the Sarbanes Oxley Act of 2002.
99.1	—	The information under the sections captioned “Federal Income Tax Consequences” and “‘ERISA’ Considerations” of the Prospectus dated June 21, 1994, which constitutes a part of the Registration Statement on Form S-3 of Dominion Resources, Inc.* (Registration No. 33-53513) and is incorporated herein by reference.
99.2	—	Summary of Reserve Report, dated February 27, 2009, on the estimated reserves, estimated future net revenues and the discounted estimated future net revenues attributable to the Royalty Interests as of December 31, 2008, prepared by Ralph E. Davis & Associates Petroleum Engineers, independent petroleum engineers.

* On its own behalf and as sponsor of the Dominion Resources Black Warrior Trust

72

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

Dominion Resources Black Warrior Trust
By:	Bank of America, N.A., Trustee
By:	/s/ Ron E. Hooper Ron E. Hooper
	Senior Vice President and Administrator

Date: March 16, 2009

(The Registrant has no directors or executive officers.)

73

Index to Exhibits

No.		Exhibit
3.1	—	Trust Agreement of Dominion Resources Black Warrior Trust dated as of May 31, 1994, by and among Dominion Black Warrior Basin, Inc., Dominion Resources, Inc., Mellon Bank (DE) National Association and NationsBank, N.A. (as successor to NationsBank of Texas, N.A.) (filed as Exhibit 3.1 to Dominion Resources, Inc.’s Registration Statement* on Form S-3 (No. 33-53513), and incorporated herein by reference).
3.2	—	First Amendment of Trust Agreement of Dominion Resources Black Warrior Trust dated as of June 27, 1994, by and among Dominion Black Warrior Basin, Inc., Dominion Resources, Inc., Mellon Bank (DE) National Association and NationsBank, N.A. (as successor to NationsBank of Texas, N.A.) (filed as Exhibit 3.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference).
10.1	—	Overriding Royalty Conveyance dated as of June 28, 1994, from Dominion Black Warrior Basin, Inc. to Dominion Resources Black Warrior Trust (filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference).
10.2	—	Administrative Services Agreement dated as of June 1, 1994, by and between Dominion Resources, Inc. and Dominion Resources Black Warrior Trust (filed as Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference).
10.3	—	Amendment to and Ratification of Overriding Royalty Conveyance dated as of November 20, 1994, among Dominion Black Warrior Basin, Inc., NationsBank, N.A. (as successor to NationsBank of Texas, N.A.), and Mellon Bank (DE) National Association (filed as Exhibit 10.3 to the Registrant’s Form 10-K for the year ended December 31, 1994 and incorporated herein by reference).
10.4	—	Gas Purchase Agreement, dated as of May 3, 1994, between Sonat Marketing and the Company (filed as Exhibit 10.2 to Dominion Resources, Inc.’s Registration Statement* on Form S-3 (No. 33-53513), and incorporated herein by reference).
10.5	—	Amendment to Gas Purchase Agreement dated May 16, 1996, between Sonat Marketing and the Company (filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference).
10.6	—	Amendment to Gas Purchase Agreement dated April 9, 1998, between Sonat Marketing and the Company (filed as Exhibit 10.6 to the Registrant’s Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).

No.		Exhibit
10.7	—	Amendment to Gas Purchase Agreement dated July 1, 1999, between Sonat Marketing and the Company (filed as Exhibit 10.7 to the Registrant’s Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
10.8	—	Amendment to Gas Purchase Agreement dated July 1, 2000, between El Paso Merchant Energy-Gas, L.P., as successor to Sonat Marketing Company, and the Company (filed as an exhibit to the Registrant’s Form 10-Q for the quarter ended September 30, 2000 and incorporated herein by reference).
10.9	—	Amendment to Gas Purchase Agreement dated July 1, 2001, between El Paso Merchant Energy-Gas, L.P., as successor to Sonat Marketing Company, and the Company (filed as an exhibit to the Registrant’s Form 10-Q for the quarter ended September 30, 2001 and incorporated herein by reference).
10.10	—	Amendment to Gas Purchase Agreement dated July 1, 2002 between El Paso Merchant Energy-Gas, L.P., as successor to Sonat Marketing Company, and the Company (filed as an exhibit to the Registrant’s Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference).
10.11	—	Assignment and Assumption Agreement, dated as of July 31, 2007, between Dominion Resources and HighMount Exploration & Production Alabama LLC (filed as an exhibit to the Registrant’s Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference).
23.1	—	Consent of Ralph E. Davis Associates, Inc., independent petroleum engineers.
31.1	—	Certification required by Rule 13a-14(a)/15d-14(a).
32.1	—	Certification required by Rule 13a-14(b)/15d-14(b) and Section 906 of the Sarbanes Oxley Act of 2002.
99.1	—	The information under the sections captioned “Federal Income Tax Consequences” and “‘ERISA’ Considerations” of the Prospectus dated June 21, 1994, which constitutes a part of the Registration Statement on Form S-3 of Dominion Resources, Inc.* (Registration No. 33-53513) and is incorporated herein by reference.
99.2	—	Summary of Reserve Report, dated February 27, 2009, on the estimated reserves, estimated future net revenues and the discounted estimated future net revenues attributable to the Royalty Interests as of December 31, 2008, prepared by Ralph E. Davis & Associates Petroleum Engineers, independent petroleum engineers.

* On its own behalf and as sponsor of the Dominion Resources Black Warrior Trust

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

Ralph E. Davis Associates, Inc. hereby consents to the reference to our firm and to its having prepared a report of DOMINION RESOURCES BLACK WARRIOR TRUST (the “Company”), and an estimate of the proved gas reserves for the fiscal year ended December 31, 2008. We hereby further consent to the use of the report dated February 27, 2009 appearing in the Company’s Form 10-K for the year ended December 31, 2008 and in all current and future registration statements of the Company that incorporate by reference such Form 10-K.

RALPH E. DAVIS ASSOCIATES, INC.
By:	/s/ Allen C. Barron
	Name:	Allen C. Barron, P.E.
	Title:	President

March 12, 2008

1717 St. James Place, Suite 460   Houston, Texas 77056   Office 713-622-8955   Fax 713-626-3664   www.ralphedavis.com
Worldwide Energy Consultants Since 1924

EX-31.1

Exhibit 31.1

Certification Required by Rule 13a-14(a)
or Rule 15d-14(a)

I, Ron Hooper, certify that:

1.	I have reviewed this annual report on Form 10-K of Dominion Resources Black Warrior Trust, for which Bank of America, N.A., acts as Trustee;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, distributable income and changes in trust corpus of the registrant as of, and for, the periods presented in this annual report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), or for causing such controls and procedures to be established and maintained, for the registrant and I have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors:

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

In giving the certifications in paragraphs 4 and 5 above, I have relied to the extent I consider reasonable on information provided to me by Dominion Black Warrior Basin, Inc.

Date: March 16, 2009
	By:	/s/ Ron E. Hooper
		Ron E. Hooper
		Senior Vice President and Administrator Bank of America, N.A.

EX-32.1

Exhibit 32.1

Certification required by Rule 13a-14(b) or
Rule 15d-14(b) and Section 906 of
the Sarbanes-Oxley Act of 2002

     In connection with the Annual Report of Dominion Resources Black Warrior Trust (the “Trust”) on Form 10-K for the period ended December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, not in its individual capacity but solely as the trustee of the Trust, certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to its knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.

	BANK OF AMERICA, N.A., TRUSTEE FOR DOMINION RESOURCES BLACK WARRIOR TRUST
March 16, 2009	By:	/s/ Ron E. Hooper
		Ron E. Hooper,
		Senior Vice President, Royalty Management Bank of America, N.A.

A signed original of this written statement required by Section 906 has been provided to Dominion Resources Black Warrior Trust and will be retained by Dominion Resources Black Warrior Trust and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.2

Exhibit 99.2

DOMINION BLACK WARRIOR BASIN 1994-1

ESTIMATED RESERVES AND NON ESCALATED
FUTURE NET REVENUE

AS OF DECEMBER 31, 2008

February 27, 2009

Dominion Black Warrior Trust 1994-1
c/o U.S. Trust, Bank of America Private Wealth Management
P. O. Box 830650
Dallas, Texas 75283

Attn: Mr. Ron E. Hooper
Sr. Vice President, Trustee

Re: Estimated Reserves and Non Escalated Future
Net Revenue Remaining as of December 31, 2008
Dominion Black Warrior Trust 1994-1

Gentlemen:

At your request the firm of Ralph E. Davis Associates, Inc. of Houston, Texas has prepared an estimate of the natural gas reserves on specific leaseholds in which Dominion Black Warrior Trust 1994-1 (the Trust) has certain interests. The interests evaluated are a royalty interest ownership position applicable to specific gas properties in the Black Warrior Basin, Tuscaloosa County, Alabama. This report presents our estimate of the proved reserves anticipated to be produced from those leaseholds.

The reserves associated with these estimates have been classified in accordance with the definitions of the Securities and Exchange Commission as found in Rule 4-10(a) of regulation S-X of the Securities Exchange Act of 1934. We have also estimated the future net revenue and discounted present value associated with these reserves as of December 31, 2008, utilizing a scenario of non escalated product prices as well as non escalated costs of operations, i.e., prices and costs were not escalated above current values as detailed later in this report. The present value is presented for your information and should not be construed as an estimate of the fair market value.

The results of our study may be summarized as follows:

1717 St. James Place, Suite 460 Houston, Texas 77056 Office 713-622-8955 Fax 713-626-3664 www.ralphedavis.com
Worldwide Energy Consultants Since 1924

RALPH E. DAVIS   
ASSOCIATES, INC.

Dominion Black Warrior Trust 1994-1
Mr. Ron E. Hooper, Trustee February 27, 2009          
Page 2          

Non Escalated Pricing Scenario
Estimated Reserves and Future Net Income
Net to Dominion Black Warrior Basin Trust 1994-1
As of December 31, 2008

	Total Proved
Net Remaining Sales Gas Reserves:
Gas: Mcf		19,800,354
Future Revenue:
Sales Revenue	$	102,862,406
Tax Credit Revenue		0
Total Revenue	$	102,862,406
Production Taxes	$	6,171,745
Other Deductions		0
Future Net Income	$	96,690,633
Future Net Income Discounted @ 10%	$	57,370,340

The Section 29 Tax Credit that was in effect in previous years is no longer applicable as of January 1, 2003.

Gas volumes are expressed in millions of standard cubic feet (MMSCF) at the official temperature and pressure bases of the areas wherein the gas reserves are located.

DATA SOURCE

Basic well and field data used in the preparation of this report were furnished by HighMount Exploration & Production LLC (HighMount) or were obtained from commercial sources. Records as they pertain to factual matters such as acreage controlled, the number and depths of wells, production history, the existence of contractual obligations to others and similar matters were accepted as presented.

Ownership interest, operating costs and information related to contractual obligations regarding the sale of produced gas were furnished by HighMount. No physical inspection of the properties was made nor any well tests conducted.

RESERVE ESTIMATES

The estimate of reserves included in this report is based primarily upon production history, or

RALPH E. DAVIS
ASSOCIATES, INC.

Dominion Black Warrior Trust 1994-1	February 27, 2009
Mr. Ron E. Hooper, Trustee	Page 3

analogy with wells in the area producing from the same or similar formations. Individual well production histories were analyzed and forecast until an anticipated economic limit. The economic limit was based upon an analysis of overall field operating costs and an appropriate daily producing rate was utilized for each individual well.

Future production for the unit was then analyzed as it applies to the total revenue stream. Future production was forecast until the unit operations would no longer be economical, and this future point in time was then utilized as a terminus of production from the area of interest.

The accuracy of reserve estimates is dependent upon the quality of available data and upon the independent geological and engineering interpretation of that data. Reserve estimates presented in this report are calculated using acceptable methods and procedures and are believed to be reasonable; however, future reservoir performance may justify revision of these estimates.

The anticipated producing rates may be subject to regulation by various agencies, changes in market demand or other factors; consequently, reserves recovered and the actual rates of recovery may vary from the estimates included herein.

PRICING PROVISIONS

Natural Gas — The unit price used throughout this report for natural gas is primarily based upon an initial price of $5.5982 per MMBtu for December 31, 2009, the last trading day of the year, and is representative of the price in effect for sales based upon the Sonat T1 price on that trading day. A basis differential was applied to all sales volumes, and this differential as well as the price for gas was held constant throughout the producing life of the property. Prices for gas reserves scheduled for initial production at some future date were estimated using this same price.

FUTURE NET INCOME

Future net income is based upon gross income from future production, less appropriate taxes (production, severance, ad valorem or other). Operating costs and any estimated future capital requirements were not considered in the estimation of net income due to the Trust’s royalty ownership position. No allowance was made for depletion, depreciation, income taxes or administrative expense.

Future net income has been discounted for present worth at values ranging from 0 to 100 percent using monthly discounting. In this report the future net income is discounted at a primary rate of ten (10.0) percent.

GENERAL

HighMount Exploration & Production LLC as operator has provided access to all of its accounts, records, geological and engineering data, reports and other information as required

RALPH E. DAVIS
ASSOCIATES, INC.

Dominion Black Warrior Trust 1994-1	February 27, 2009
Mr. Ron E. Hooper, Trustee	Page 4

for this investigation. The ownership interests, product classifications relating to prices and other factual data were accepted as furnished without verification.

No consideration was given in this report to either gas contract disputes including take or pay demands or gas sales imbalances.

No consideration was given in this report to potential environmental liabilities which may exist, nor were any costs included for potential liability to restore and clean up damages, if any, caused by past operating practices.

If investments or business decisions are to be made in reliance on these estimates by anyone other than our client, such person with the approval of our client is invited to arrange a visit so that he can evaluate the assumptions made and the completeness and extent of the data available on which the estimates are made.

Neither Ralph E. Davis Associates, Inc. nor its employees has any interest in the subject properties and neither the employment to make this study nor our compensation is contingent on our estimates of reserves and future income for the subject properties.

This report has been prepared for the exclusive use of Dominion Black Warrior Basin Trust 1994-1 and shall not be reproduced, distributed or made available to any other company without the written consent of Ralph E. Davis Associates, Inc. Such consent will not be unreasonably withheld if the report is utilized in its entirety.

Very truly yours,

RALPH E. DAVIS ASSOCIATES, INC.
 

/s/ Allen C. Barron

Allen C. Barron, P.E.

President

CLASSIFICATION OF RESERVES

Proved Oil and Gas Reserves

Proved oil and gas reserves are the estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided only by contractual arrangements, but not on escalations based upon future conditions.

1.	Reservoirs are considered proved if economic producibility is supported by either actual production or conclusive formation test. The area of a reservoir considered proved includes (A) that portion delineated by drilling and defined by gas-oil and/or oil-water contacts, if any; and (B) the immediately adjoining portions not yet drilled, but which can be reasonably judged as economically productive on the basis of available geological and engineering data. In the absence of information on fluid contacts, the lowest known structural occurrence of hydrocarbons controls the lower proved limit of the reservoir.
2.	Reserves which can be produced economically through application of improved recovery techniques (such as fluid injection) are included in the proved classification when successful testing by a pilot project, or the operation of an installed program in the reservoir, provides support for the engineering analysis on which the project or program was based.
3.	Estimates of proved reserves do not include the following: (A) oil that may become available from known reservoirs but is classified separately as indicated additional reserves; (B) crude oil, natural gas, and natural gas liquids, the recovery of which is subject to reasonable doubt because of uncertainty as to geology, reservoir characteristics, or economic factors; (C) crude oil, natural gas, and natural gas liquids, that may occur in undrilled prospects; and (D) crude oil, natural gas, and natural gas liquids, that may be recovered from oil shales, coal, gilsonite and other such sources.

Proved Developed Oil and Gas Reserves

Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. Additional oil and gas expected to be obtained through the application of fluid injection or other improved recovery techniques for supplementing the natural forces and mechanisms of primary recovery should be included as proved developed reserves only after testing by a pilot project or after the operation of an installed program has confirmed through production response that increased recovery will be achieved.

Proved Undeveloped Reserves

Proved undeveloped oil and gas reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage shall be limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other undrilled units can be claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive formation. Under no circumstances should estimates for proved undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual tests in the area and in the same reservoir.

(Classification of reserves as found in Rule 4-10(a) of Regulation S-X of the per Securities and Exchange Act)

DOMINION BLACK WARRIOR TRUST 1994-1
UNESCALATED ANALYSIS
TOTAL ROYALTY INTERESTS
TOTAL PROVED RESERVES

RESERVES AND ECONOMICS

EFFECTIVE DATE: 01/2009

			GROSS PRODUCTION						NET PRODUCTION				PRICES				OPERATIONS, M$
END	NO. OF		OIL		WELL HEAD		SALES		OIL		SALES		OIL		GAS		OIL		GAS		TAX		TOTAL
MO-YEAR	WELLS		MBBL		GAS, MMCF		GAS, MMCF		MBBL		GAS, MMCF		$/B		$/M		REVENUE		REVENUE		CREDITS		REVENUE
12-2009		472.0		0.000		4912.690		4325.694		0.000		2302.277		0.00		5.731		0.000		13194.151		0.000		11995.643
12-2010		510.8		0.000		4750.713		4183.074		0.000		2226.140		0.00		5.726		0.000		12746.595		0.000		11588.748
12-2011		501.4		0.000		4191.495		3690.672		0.000		1963.985		0.00		5.722		0.000		11238.372		0.000		10217.524
12-2012		494.0		0.000		3706.434		3263.571		0.000		1736.891		0.00		5.719		0.000		9933.041		0.000		9030.763
12-2013		482.2		0.000		3273.311		2882.200		0.000		1534.210		0.00		5.716		0.000		8769.477		0.000		7972.898
12-2014		468.2		0.000		2889.836		2544.545		0.000		1354.914		0.00		5.713		0.000		7741.000		0.000		7037.841
12-2015		446.1		0.000		2537.249		2234.086		0.000		1190.576		0.00		5.711		0.000		6799.750		0.000		6182.089
12-2016		422.8		0.000		2225.263		1959.377		0.000		1045.016		0.00		5.710		0.000		5966.565		0.000		5424.588
12-2017		401.2		0.000		1954.182		1720.688		0.000		918.154		0.00		5.708		0.000		5240.580		0.000		4764.550
12-2018		372.7		0.000		1702.067		1498.696		0.000		799.908		0.00		5.706		0.000		4564.571		0.000		4149.946
12-2019		340.2		0.000		1471.926		1296.053		0.000		692.145		0.00		5.705		0.000		3948.963		0.000		3590.257
12-2020		301.2		0.000		1255.974		1105.903		0.000		591.269		0.00		5.705		0.000		3373.153		0.000		3066.749
12-2021		267.1		0.000		1073.579		945.302		0.000		505.850		0.00		5.704		0.000		2885.614		0.000		2623.495
12-2022		236.4		0.000		918.426		808.688		0.000		432.737		0.00		5.704		0.000		2468.345		0.000		2244.130
12-2023		201.5		0.000		771.337		679.174		0.000		363.887		0.00		5.704		0.000		2075.702		0.000		1887.154
S TOT		1.0		0.000		37634.484		33137.723		0.000		17657.955		0.00		5.717		0.000		100945.883		0.000		91776.375
AFTER		1.0		0.000		4493.845		3956.897		0.000		2142.398		0.00		5.692		0.000		12193.656		0.000		11086.032
TOTAL		1.0		0.000		42128.328		37094.621		0.000		19800.354		0.00		5.714		0.000		113139.539		0.000		102862.406

	OPERATIONS, M$								CAPITAL COSTS, M$										10.0%
END	PRODUCTION		AD VALOREM		NET OPER		OPERATION		TANGIBLE		INTANG.		TOTAL		TOTAL		CASH FLOW		DISCOUNTED
MO-YEAR	TAXES		EXPENSES		EXPENSES		CASH FLOW		INV.		INV.		BORROW INV		EQUITY INV		BTAX, M$		BTAX, M$
12-2009		719.739		0.000		0.000		11275.905		0.000		0.000		0.000		0.000		11275.905		10721.613
12-2010		695.324		0.000		0.000		10893.417		0.000		0.000		0.000		0.000		10893.417		9455.063
12-2011		613.051		0.000		0.000		9604.468		0.000		0.000		0.000		0.000		9604.468		7578.504
12-2012		541.846		0.000		0.000		8488.908		0.000		0.000		0.000		0.000		8488.908		6089.187
12-2013		478.374		0.000		0.000		7494.520		0.000		0.000		0.000		0.000		7494.520		4887.374
12-2014		422.270		0.000		0.000		6615.568		0.000		0.000		0.000		0.000		6615.568		3921.859
12-2015		370.926		0.000		0.000		5811.164		0.000		0.000		0.000		0.000		5811.164		3131.989
12-2016		325.475		0.000		0.000		5099.112		0.000		0.000		0.000		0.000		5099.112		2498.445
12-2017		285.873		0.000		0.000		4478.680		0.000		0.000		0.000		0.000		4478.680		1994.880
12-2018		248.997		0.000		0.000		3900.946		0.000		0.000		0.000		0.000		3900.946		1579.711
12-2019		215.415		0.000		0.000		3374.841		0.000		0.000		0.000		0.000		3374.841		1242.527
12-2020		184.005		0.000		0.000		2882.743		0.000		0.000		0.000		0.000		2882.743		964.905
12-2021		157.410		0.000		0.000		2466.085		0.000		0.000		0.000		0.000		2466.085		750.464
12-2022		134.648		0.000		0.000		2109.483		0.000		0.000		0.000		0.000		2109.483		583.568
12-2023		113.229		0.000		0.000		1773.925		0.000		0.000		0.000		0.000		1773.925		446.197
S TOT		5506.583		0.000		0.000		86269.758		0.000		0.000		0.000		0.000		86269.758		55846.289
AFTER		665.162		0.000		0.000		10420.873		0.000		0.000		0.000		0.000		10420.873		1524.051
TOTAL		6171.745		0.000		0.000		96690.633		0.000		0.000		0.000		0.000		96690.633		57370.340

	OIL		GAS
GROSS WELLS		0.0		531.0
GROSS ULT., MB & MMF		0.000		99377.648
GROSS CUM., MB & MMF		0.000		57249.336
GROSS RES., MB & MMF		0.000		42128.316
NET RES., MB & MMF		0.000		19800.355
NET REVENUE, M$		0.000		113139.555
INITIAL PRICE, $		0.000		5.728
INITIAL N.I., PCT.		0.000		53.223

		P.W. %		P.W., M$
LIFE, YRS.	59.50		5.00		71805.633
DISCOUNT %	10.00		10.00		57370.316
UNDISCOUNTED PAYOUT, YRS.	0.00		15.00		47965.500
DISCOUNTED PAYOUT, YRS.	0.00		18.00		43754.293
UNDISCOUNTED NET/INVEST.	0.00		20.00		41367.020
DISCOUNTED NET/INVEST.	0.00		25.00		36489.535
RATE-OF-RETURN, PCT.	100.00		40.00		27359.973
INITIAL W. I., PCT.	0.000		60.00		21009.820
			80.00		17373.686
			100.00		15007.017

DOMINION BLACK WARRIOR TRUST 1994-1
ROYALTY INTERESTS
UNESCALATED ANALYSIS
AS OF DECEMBER 31, 2008

									Gross Volumes						Net Volumes				Product		Production		Operating		Future Net Income
	Life		Working			Revenue			Oil		Wellhead Gas		Sales Gas		Oil		Sales Gas		Sales		Taxes		Expense		Undiscounted		Disc. @10%
Well Name & Number	Years		Interest			Interest			Bbls		Mcf		Mcf		Bbls		Mcf		$		$		$		$		$
ALABAMA BASIC 23-10-4		38.3		0.00000	%		56.87502	%		0		331,075		291,516		0		165,800		938,949		853,659		51,220		802,439		360,394
ALABAMA BASIC 23-14-5		11.8		0.00000	%		56.87502	%		0		61,388		54,053		0		30,743		174,100		158,285		9,497		148,788		103,518
ALABAMA BASIC 23-16-6		10.1		0.00000	%		56.87502	%		0		47,489		41,815		0		23,782		134,683		122,449		7,347		115,102		83,228
ALABAMA BASIC 26- 1-7		10.6		0.00000	%		56.87502	%		0		55,315		48,706		0		27,702		156,878		142,628		6,558		134,070		96,637
ALABAMA BASIC 27-16-8		16.7		0.00000	%		57.20324	%		0		122,644		107,990		0		61,774		349,833		318,055		19,083		298,972		192,037
ALABAMA BASIC 34-3-14		15.1		0.00000	%		56.79375	%		0		52,131		45,902		0		26,070		197,350		179,423		10,765		168,658		105,942
ALABAMA BASIC 36- 2- 2		8.5		0.00000	%		58.18800	%		0		35,436		31,202		0		18,156		102,820		93,480		5,609		87,871		65,161
ALABAMA BASIC 36- 4- 1		11.0		0.00000	%		58.18800	%		0		50,733		44,672		0		25,993		147,205		133,833		8,030		125,803		87,688
ALABAMA BASIC 36-5-9		11.1		0.00000	%		56.26400	%		0		50,081		44,097		0		24,811		140,506		127,743		7,665		120,079		82,938
ALABAMA BASIC 36-9-3		15.4		0.00000	%		58.18800	%		0		78,889		69,463		0		40,419		228,900		208,107		12,486		195,621		121,625
ALABAMA BASIC 36-13-10		12.9		0.00000	%		58.18800	%		0		60,117		52,934		0		30,801		174,433		158,588		9,515		149,073		97,904
ALABAMA BASIC 36-14-11		6.3		0.00000	%		58.18800	%		0		22,896		20,161		0		11,731		66,434		60,400		3,624		56,776		44,905
ALABAMA BASIC 36-16-12		15.9		0.00000	%		58.18800	%		0		81,827		72,050		0		41,924		237,423		215,857		12,951		202,905		124,633
ALCUS 12-4-1		3.8		0.00000	%		54.84375	%		0		9,360		8,242		0		4,520		25,599		23,273		1,396		21,877		18,556
ALCUS 12-5-2		0.0		0.00000	%		54.19375	%		0		0		0		0		0		0		0		0		0		0
BAUGHMAN 18-3-2		13.0		0.00000	%		56.87500	%		0		85,503		75,286		0		42,819		242,491		220,464		13,228		207,236		143,712
BAUGHMAN 18-6-3		17.3		0.00000	%		56.87500	%		0		120,749		106,321		0		60,470		342,452		311,345		18,681		292,664		185,085
BAUGHMAN 18-7-4		12.2		0.00000	%		56.87500	%		0		62,660		55,173		0		31,379		177,707		161,564		9,694		151,871		104,778
BEAN 14-15-1		9.8		0.00000	%		55.76460	%		0		40,090		35,300		0		19,685		111,479		101,353		6,081		95,272		68,254
BIGHAM 4-13-1		6.6		0.00000	%		56.87500	%		0		31,657		27,875		0		15,854		89,782		81,627		4,898		76,729		61,714
CANTLEY 17-7-2		9.8		0.00000	%		56.87500	%		0		39,119		34,445		0		19,591		110,944		100,867		6,052		94,815		68,163
CARNLEY 18-5-3		13.0		0.00000	%		61.70528	%		0		66,918		58,922		0		36,358		205,902		187,198		11,232		175,966		119,836
CARNLEY 18-12-4		19.6		0.00000	%		61.70528	%		0		172,582		151,961		0		93,768		531,021		482,785		28,967		453,818		284,712
CARNLEY 18-14-5		12.3		0.00000	%		61.70528	%		0		125,998		110,943		0		68,458		387,686		352,471		21,148		331,322		244,973
CASSIDY 19-1-72		12.5		0.00000	%		48.75000	%		0		64,324		56,638		0		27,611		156,365		142,162		8,530		133,632		89,492
CASSIDY 19-2-73		11.5		0.00000	%		48.75000	%		0		46,777		41,188		0		20,079		113,711		103,382		6,203		97,179		65,028
CASSIDY 19-3-74		8.9		0.00000	%		48.75000	%		0		41,475		36,520		0		17,803		100,823		91,665		5,500		86,165		63,459
CASSIDY 19-6-96		11.6		0.00000	%		48.75000	%		0		55,021		48,447		0		23,618		133,751		121,602		7,296		114,306		77,893
CASSIDY 19-7-75		11.9		0.00000	%		48.75000	%		0		51,213		45,093		0		21,983		124,493		113,185		6,791		106,394		70,822
CASSIDY 19-9-76		11.3		0.00000	%		48.75000	%		0		59,624		52,500		0		25,594		144,941		131,775		7,907		123,869		86,228
CASSIDY 19-10-77		7.4		0.00000	%		48.75000	%		0		28,342		24,955		0		12,166		68,896		62,638		3,758		58,879		44,710
CASSIDY 19-11-97		12.7		0.00000	%		48.75000	%		0		48,795		42,964		0		20,945		118,616		107,841		6,470		101,371		65,281
CASSIDY 19-13-78		23.2		0.00000	%		52.81250	%		0		121,566		107,041		0		56,531		320,143		291,063		17,464		273,599		143,496
CASSIDY 19-15-79		13.4		0.00000	%		48.75000	%		0		55,378		48,761		0		23,771		134,620		122,391		7,343		115,048		72,862
CASSIDY 19-16-80		8.9		0.00000	%		48.75000	%		0		41,424		36,475		0		17,781		100,698		91,551		5,493		86,058		63,381
CASSIDY 20- 3-81		16.8		0.00000	%		48.75000	%		0		79,543		70,039		0		34,144		193,362		175,797		10,548		165,250		97,438
CASSIDY 20- 5-82		8.7		0.00000	%		48.75000	%		0		35,802		31,524		0		15,368		87,030		79,125		4,747		74,377		54,540
CASSIDY 20- 6-83		12.5		0.00000	%		48.75000	%		0		48,948		43,099		0		21,011		118,988		108,179		6,491		101,689		65,690
CASSIDY 20- 7-84		10.6		0.00000	%		48.75000	%		0		43,896		38,651		0		18,842		106,707		97,014		5,821		91,193		62,978
CASSIDY 20- 8-85		15.1		0.00000	%		48.75000	%		0		95,662		84,232		0		41,063		232,546		211,423		12,685		198,737		127,752
CASSIDY 20-10-86		9.6		0.00000	%		48.75000	%		0		44,815		39,460		0		19,237		108,942		99,046		5,943		93,103		67,165
CASSIDY 20-12-87		12.3		0.00000	%		48.75000	%		0		59,962		52,797		0		25,739		145,762		132,522		7,951		124,571		83,238
CASSIDY 20-14-88		9.2		0.00000	%		48.75000	%		0		33,471		29,472		0		14,367		81,365		73,974		4,438		69,536		49,516
CASSIDY 20-16-89		4.5		0.00000	%		48.75000	%		0		13,652		12,021		0		5,860		33,187		30,172		1,810		28,362		23,540
CASSIDY 21-2-102		6.8		0.00000	%		48.75000	%		0		28,250		24,874		0		12,126		68,673		62,435		3,746		58,689		45,935
CASSIDY 21-3-116		19.6		0.00000	%		48.75000	%		0		146,351		128,864		0		62,821		355,765		323,449		19,407		304,042		179,948
CASSIDY 21-4-117		10.4		0.00000	%		48.75000	%		0		34,790		30,633		0		14,934		84,572		76,890		4,613		72,276		48,859
CASSIDY 21-6-103		17.3		0.00000	%		48.75000	%		0		101,728		89,573		0		43,667		247,291		224,828		13,490		211,338		127,456
CASSIDY 21- 8-104		3.9		0.00000	%		48.75000	%		0		11,262		9,916		0		4,834		27,376		24,889		1,493		23,396		19,810
CASSIDY 21-10-105		16.2		0.00000	%		48.75000	%		0		85,857		75,599		0		36,854		208,712		189,753		11,385		178,368		108,659
CASSIDY 21-11-106		36.5		0.00000	%		48.75000	%		0		224,276		197,478		0		96,271		545,194		495,671		29,740		465,931		190,226
CASSIDY 21-14-118		12.1		0.00000	%		48.75000	%		0		53,565		47 164		0		22,993		130,211		118,383		7,103		111,280		74,040
CASSIDY 22-1-107		16.2		0.00000	%		4875000	%		0		70,848		62,383		0		30,412		172,226		156,582		9,395		147,187		87,347
CASSIDY 22-3-108		11.0		0.00000	%		48.75000	%		0		40,300		35,485		0		17,299		97,965		89,066		5,344		83,722		56,432
CASSIDY 22-6-110		2.2		0.00000	%		48.75000	%		0		5,370		4,729		0		2,305		13,055		11,869		712		11,157		10,102
CASSIDY 22-7-111		5.0		0.00000	%		48.90418	%		0		18,771		16,528		0		8,083		45,774		41,616		2,497		39,119		32,292
CASSIDY 22-13-112		5.9		0.00000	%		48.75000	%		0		19,054		16,777		0		8,179		46,319		42,111		2,527		39,585		31,249
CASSIDY 22-14-113		10.3		0.00000	%		48.75000	%		0		38,797		34,161		0		16,653		94,311		85,744		5,145		80,600		55,404
CASSIDY 25-3-11		2.8		0.00000	%		48.75000	%		0		7,930		6,982		0		3,404		19,277		17,526		1,052		16,474		14,632
CASSIDY 25- 4-66		9.0		0.00000	%		48.75000	%		0		35,985		31,685		0		15,447		87,476		79,530		4,772		74,758		54,110
CASSIDY 25- 5-67		8.1		0.00000	%		48.75000	%		0		34,752		30,600		0		14,917		84,479		76,805		4,608		72,197		54,169
CASSIDY 25-6-13		9.8		0.00000	%		48.75000	%		0		37,376		32,910		0		16,044		90,858		82,604		4,956		77,648		54,539
CASSIDY 25-10-1		5.8		0.00000	%		48.75000	%		0		20,239		17,821		0		8,688		49,200		44,731		2,684		42,047		33,481
CASSIDY 25-12-14		6.0		0.00000	%		48.75000	%		0		21,834		19,225		0		9,372		53,076		48,255		2,895		45,360		36,041
CASSIDY 25-14-21		6.7		0.00000	%		48.75000	%		0		23,816		20,971		0		10,223		57,895		52,636		3,158		49,478		38,329
CASSIDY 25-15-20		4.5		0.00000	%		48.75000	%		0		13,640		12,011		0		5,855		33,159		30,147		1,809		28,338		23,527
CASSIDY 25-16-1		10.1		0.00000	%		48.75000	%		0		35,818		31,539		0		15,375		87,072		79,162		4,750		74,413		51,247
CASSIDY 26-8-122		12.6		0.00000	%		48.75000	%		0		54,418		47,916		0		23,359		132,286		120,270		7,216		113,054		73,893
CASSIDY 26-10-123		7.4		0.00000	%		48.75000	%		0		28,386		24,994		0		12,185		69,004		62,736		3,764		58,972		44,765
CASSIDY 28-1-114		17.5		0.00000	%		48.75000	%		0		82,855		72,955		0		35,566		201,414		183,118		10,987		172,131		99,423
CASSIDY 28-7-115		24.0		0.00000	%		48.75000	%		0		128,194		112,877		0		55,028		311,629		283,322		16,999		266,323		134,633
CASSIDY 28-8-131		43.7		0.00000	%		4793020	%		0		400,471		352,621		0		169,012		957,139		870,197		52,212		817,985		329,637
CASSIDY 29-1-95		7.3		0.00000	%		48.75000	%		0		27,942		24,603		0		11,994		67,924		61,754		3,705		58,049		44,381
CASSIDY 29- 2-98		7.3		0.00000	%		48.75000	%		0		28,646		25,224		0		12,296		69,637		63,311		3,799		59,512		45,569
CASSIDY 29- 3-90		14.7		0.00000	%		48.75000	%		0		64,150		56,485		0		27,536		155,942		141,777		8,507		133,270		82,061
CASSIDY 29- 4-91		6.8		0.00000	%		48.75000	%		0		25,780		22,699		0		11,066		62,668		56,976		3,419		53,557		41,456
CASSIDY 29- 5-92		8.0		0.00000	%		48.75000	%		0		34,042		29,975		0		14,613		82,753		75,236		4,514		70,722		53,166
CASSIDY 29- 6-93		13.6		0.00000	%		48.75000	%		0		59,441		52,339		0		25,515		144,496		131,371		7,882		123,488		78,851
CASSIDY 29-9-94		14.5		0.00000	%		48.75000	%		0		93,605		82,421		0		40,180		227,547		206,877		12,413		194,465		127,090
CASSIDY 29-10-99		11.3		0.00000	%		48.75000	%		0		57,805		50,898		0		24,813		140,519		127,755		7,665		120,089		83,402
CASSIDY 30-2-119		19.8		0.00000	%		48.75000	%		0		172,830		152,180		0		74,188		420,135		381,971		22,918		359.053		216,506
CASSIDY 30-4-120		18.8		0.00000	%		52.81250	%		0		107,239		94,425		0		49,868		282,412		256,759		15,406		241,353		139,648
CASSIDY 30- 8-121		11.9		0.00000	%		46.51560	%		0		70,615		62,178		0		28,922		163,791		148,913		8,935		139,978		96,934
CASSIDY 30-12-15		10.3		0.00000	%		46.51560	%		0		59,388		52,292		0		24,324		137,749		125,237		7,514		117,723		84,888
CASSIDY 30-13-1		6.3		0.00000	%		48.75000	%		0		21,040		18,526		0		9,031		51,146		46,500		2,790		43,710		34,074
CASSIDY 30-14- 1		6.3		0.00000	%		48.75000	%		0		22,885		20,151		0		9,824		55,632		50,579		3,035		47,544		37,307
CASSIDY 30-15-12		7.9		0.00000	%		48.75000	%		0		31,549		27,779		0		13,542		76,692		69,726		4,184		65,542		49,122
CASSIDY 31-1-17		6.2		0.00000	%		48.75000	%		0		21,788		19,184		0		9,352		52,964		48,153		2,889		45,264		35,685
CASSIDY 31-2-10		9.5		0.00000	%		48.75000	%		0		41,203		36,280		0		17,687		100,162		91,063		5,464		85,600		61,437

PAGE 1 of 6

DOMINION BLACK WARRIOR TRUST 1994-1
ROYALTY INTERESTS
UNESCALATED ANALYSIS
AS OF DECEMBER 31, 2008

									Gross Volumes						Net Volumes				Product		Production		Operating		Future Net Income
	Life		Working			Revenue			Oil		Wellhead Gas		Sales Gas		Oil		Sales Gas		Sales		Taxes		Expense		Undiscounted		Disc. @10%
Well Name & Number	Years		Interest			Interest			Bbls		Mcf		Mcf		Bbls		Mcf		$		$		$		$		$
CASSIDY 31-3-16		4.1		0.00000	%		48.75000	%		0		12,555		11,055		0		5,389		30,520		27,748		1,665		26,083		22,033
CASSIDY 31-4-1		7.3		0.00000	%		48.75000	%		0		23,023		20,272		0		9,883		55,966		50,883		3,053		47,830		35,905
CASSIDY 31-5-1A		10.1		0.00000	%		48.75000	%		0		50,334		44,320		0		21,606		122,358		111,243		6,675		104,569		74,847
CASSIDY 31-6-18		11.0		0.00000	%		48.75000	%		0		50,671		44,617		0		21,751		123,177		111,988		6,719		105,269		72,634
CASSIDY 31-8-70		10.5		0.00000	%		48.75000	%		0		38,045		33,500		0		16,331		92,485		84,084		5,045		79,039		53,816
CASSIDY 31-10-124		13.3		0.00000	%		48.75000	%		0		64,280		56,599		0		27,592		156,258		142,065		8,524		133,541		86,905
CASSIDY 31-12-125		10.3		0.00000	%		48.75000	%		0		43,522		38,322		0		18,682		105,799		96,189		5,771		90,417		63,249
CASSIDY 31-14-65		9.0		0.00000	%		48.75000	%		0		36,325		31,985		0		15,593		88,303		80,282		4,817		75,465		54,670
CASSIDY 31-16-69		7.7		0.00000	%		48.75000	%		0		29,004		25,538		0		12,450		70,505		64,101		3,846		60,255		45,304
CASSIDY 32-1-101		11.8		0.00000	%		48.75000	%		0		73,066		64,336		0		31,364		177,617		161,483		9,689		151,794		106,179
CASSIDY 32- 2-41		11.3		0.00000	%		48.75000	%		0		57,136		50,309		0		24,525		138,891		126,275		7,577		118,699		82,042
CASSIDY 32- 4-33		3.7		0.00000	%		48.75000	%		0		11,114		9,786		0		4,771		27,017		24,563		1,474		23,089		19,800
CASSIDY 32- 6-40		4.8		0.00000	%		48.75000	%		0		15,623		13,756		0		6,706		37,979		34,529		2,072		32,457		26,699
CASSIDY 32- 7-39		8.6		0.00000	%		48.75000	%		0		45,127		39,735		0		19,371		109,701		99,736		5,984		93,752		70,591
CASSIDY 32- 8-34		25.2		0.00000	%		48.75000	%		0		261,591		230,334		0		112,288		635,903		578,141		34,688		543,452		302,777
CASSIDY 32-9-37		22.3		0.00000	%		48.75000	%		0		203,882		179,521		0		87,517		495,619		450,599		27,036		423,563		244,242
CASSIDY 32-10-45		10.7		0.00000	%		48.75000	%		0		55,243		48,642		0		23,713		134,291		122,092		7,326		114,767		81,035
CASSIDY 32-11-35		1.6		0.00000	%		48.75000	%		0		3,539		3,116		0		1,519		8,604		7,822		469		7,353		6,815
CASSIDY 32-12-62		6.2		0.00000	%		48.75000	%		0		19,705		17,351		0		8,459		47,902		43,551		2,613		40,937		32,009
CASSIDY 32-13-46		8.3		0.00000	%		48.75000	%		0		32,581		28,688		0		13,985		79,201		72,007		4,320		67,687		49,940
CASSIDY 32-14-36		14.2		0.00000	%		48.75000	%		0		66,276		58,357		0		28,449		161,111		146,477		8,789		137,688		86,927
CASSIDY 32-15-38		12.9		0.00000	%		48.75000	%		0		75,379		66,372		0		32,356		183,239		166,594		9,996		156,599		105,323
CASSIDY 36-1-19		4.2		0.00000	%		48.75000	%		0		13,092		11,527		0		5,620		31,825		28,934		1,736		27,198		22,916
CASSIDY 36- 2- 1		13.9		0.00000	%		48.75000	%		0		47,590		41,904		0		20,428		115,687		105,178		6,311		98,868		59,821
CASSIDY 36- 3-23		5.6		0.00000	%		48.75000	%		0		18,214		16,038		0		7,818		44,277		40,255		2,415		37,839		30,287
CASSIDY 36-4-22		9.7		0.00000	%		48.75000	%		0		43,300		38,126		0		18,586		105,257		95,696		5,742		89,955		64,468
CASSIDY 36- 5-24		7.2		0.00000	%		48.75000	%		0		28,622		25,202		0		12,286		69,576		63,256		3,795		59,461		45,684
CASSIDY 36- 7-25		4.3		0.00000	%		48.75000	%		0		11,993		10,560		0		5,148		29,155		26,506		1,590		24,916		20,709
CASSIDY 36- 8- 4		12.5		0.00000	%		48.75000	%		0		46,183		40,665		0		19,824		112,266		102,068		6,124		95,944		61,462
CASSIDY 36-9-71		19.9		0.00000	%		48.75000	%		0		75,721		66,673		0		32,503		184,070		167,350		10,041		157,309		81,649
CASSIDY 36-10-28		3.6		0.00000	%		48.75000	%		0		9,961		8,771		0		4,276		24,215		22,015		1,321		20,695		17,732
CASSIDY 36-11-27		4.7		0.00000	%		48.75000	%		0		13,961		12,293		0		5,993		33,938		30,855		1,851		29,004		23,895
CASSIDY 36-12-26		2.8		0.00000	%		48.75000	%		0		7,169		6,313		0		3,077		17,428		15,845		951		14,894		13,176
CASSIDY 36-13-29		6.8		0.00000	%		48.75000	%		0		29,476		25,954		0		12,653		71,654		65,145		3,909		61,236		48,098
CASSIDY 36-14-30		2.5		0.00000	%		48.75000	%		0		6,358		5,598		0		2,729		15,455		14,051		843		13,208		11,798
CASSIDY 36-15-31		8.1		0.00000	%		48.75000	%		0		31,018		27,312		0		13,314		75,402		68,553		4,113		64,440		47,876
CASSIDY 36-16-3		24.4		0.00000	%		47.91200	%		0		125,255		110,289		0		52,842		299,250		272,067		16,324		255,743		127,006
CASSIDY 5-2-126		10.0		0.00000	%		48.75000	%		0		56,406		49,666		0		24,212		137,117		124,662		7,480		117,182		85,101
CASSIDY 5- 4-49		11.1		0.00000	%		48.75000	%		0		54,682		48,148		0		23,472		132,927		120,852		7,251		113,601		78,891
CASSIDY 5- 5-50		10.7		0.00000	%		48.75000	%		0		55,243		48,642		0		23,713		134,291		122,092		7,326		114,767		81,035
CASSIDY 5- 6-61		15.0		0.00000	%		48.75000	%		0		105,813		93,170		0		45,421		257,223		233,858		14,031		219,826		143,479
CASSIDY 5-11-56		14.2		0.00000	%		48.75000	%		0		69,362		61,074		0		29,774		168,612		153,296		9,198		144,099		91,603
CASSIDY 5-13-48		6.0		0.00000	%		48.75000	%		0		21,872		19,258		0		9,388		53,168		48,339		2,900		45,438		36,104
CASSIDY 5-14-57		18.1		0.00000	%		48.75000	%		0		55,403		48,783		0		23,782		134,679		122,446		7,347		115,099		59,981
CASSIDY 6- 2-64		13.9		0.00000	%		48.75000	%		0		66,975		58,973		0		28,749		162,811		148,022		8,881		139,141		88,816
CASSIDY 6- 3-44		7.3		0.00000	%		48.75000	%		0		28,646		25,224		0		12,296		69,637		63,311		3,799		59,512		45,569
CASSIDY 6- 4-42		5.7		0.00000	%		48.75000	%		0		18,376		16,181		0		7,888		44,671		40,613		2,437		38,176		30,442
CASSIDY 6- 5-43		0.0		0.00000	%		48.75000	%		0		0		0		0		0		0		0		0		0		0
CASSIDY 6- 6-53		17.6		0.00000	%		48.75000	%		0		85,390		75,188		0		36,654		207,576		188,721		11,323		177,398		102,763
CASSIDY 6-7-129		6.5		0.00000	%		48.75000	%		0		23,966		21,103		0		10,288		58,260		52,968		3,178		49,790		38,889
CASSIDY 6-9-47		9.6		0.00000	%		48.75000	%		0		42,695		37,593		0		18,327		103,787		94,359		5,662		88,697		63,695
CASSIDY 6-10-52		7.7		0.00000	%		48.75000	%		0		33,893		29,843		0		14,549		82,390		74,906		4,494		70,412		53,667
CASSIDY 6-11-54		4.8		0.00000	%		48.75000	%		0		12,307		10,837		0		5,283		29,918		27,201		1,632		25,569		20,805
CASSIDY 6-13-51		5.5		0.00000	%		48.75000	%		0		16,233		14,293		0		6,968		39,460		35,876		2,153		33,723		26,876
CASSIDY 6-14-55		11.5		0.00000	%		48.75000	%		0		54,680		48,146		0		23,471		132,921		120,847		7,251		113,596		77,521
CASSIDY 6-16-68		13.8		0.00000	%		48.75000	%		0		45,492		40,057		0		19,528		110,587		100,542		6,033		94,510		56,962
CASSIDY 8-4-63		7.6		0.00000	%		48.75000	%		0		25,104		22,104		0		10,776		61,025		55,482		3,329		52,153		38,853
CASSIDY 8-5-60		16.9		0.00000	%		48.75000	%		0		75,197		66,212		0		32,279		182,798		166,193		9,972		156,222		90,646
CASSIDY 8-12-58		19.3		0.00000	%		48.75000	%		0		68,628		60,428		0		29,459		166,828		151,674		9,100		142,574		74,312
CASSIDY 8-13-59		19.1		0.00000	%		48.75000	%		0		88,056		77,535		0		37,798		214,056		194,612		11,677		182,935		100,958
CHEVRON 23-16-18		10.8		0.00000	%		56.87500	%		0		51,322		45,190		0		25,702		145,554		132,332		7,940		124,392		88,439
CHEVRON 24-16-16		13.6		0.00000	%		56.87500	%		0		65,704		57,853		0		32,904		186,340		169,414		10,165		159,249		104,869
CHEVRON 25- 2- 1		10.7		0.00000	%		56.87500	%		0		39,382		34,676		0		19,722		111,689		101,543		6,093		95,451		66,126
CHEVRON 25-8-2		8.6		0.00000	%		56.87500	%		0		32,860		28,934		0		16,456		93,194		84,728		5,084		79,645		59,055
CHEVRON 25-11-3		6.1		0.00000	%		56.87500	%		0		18,456		16,251		0		9,243		52,344		47,589		2,855		44,734		35,396
CHEVRON 26-5-9		11.8		0.00000	%		56.87500	%		0		58,063		51,125		0		29,077		164,670		149,712		8,983		140,729		97,353
CHEVRON 27-1-10		10.9		0.00000	%		56.87500	%		0		49,386		43,485		0		24,732		140,062		127,340		7,640		119,699		84,223
CHEVRON 30-10-8		6.8		0.00000	%		56.87500	%		0		20,428		17,987		0		10,230		57,935		52,673		3,160		49,512		38,074
CHRISTIAN 12-5-2		12.8		0.00000	%		56.87500	%		0		62,873		55,361		0		31,487		178,313		162,116		9,727		152,389		102,628
CLEMENTS 34-11-1		13.8		0.00000	%		56.87500	%		0		93,959		82,732		0		47,054		266,473		242,267		14,536		227,731		155,627
CLEMENTS 34-15-1		17.0		0.00000	%		56.87500	%		0		108,019		95,113		0		54,095		306,350		278,522		16,711		261,811		164,282
CLEMENTS 34-16-2		12.5		0.00000	%		56.87500	%		0		72,205		63,578		0		36,160		204,779		186,178		11,171		175,007		121,079
COLBURN 15-9-1		16.8		0.00000	%		56.87500	%		0		82,151		72,335		0		41,141		232,985		211,821		12,709		199,112		120,800
COLBURN 15-15-2		41.3		0.00000	%		56.87500	%		0		316,993		279,117		0		158,748		899,013		817,350		49,041		768,309		319,363
CUNNINGHAM 10-1-1		53.9		0.00000	%		56.87500	%		0		667,261		587,533		0		334,160		1,892,394		1,720,497		103,230		1,617,267		634,527
CUNNINGHAM 10-2-2		28.1		0.00000	%		56.87500	%		0		193,763		170,611		0		97,035		549,524		499,608		29,976		469,631		237,513
CUNNINGHAM 28-15- 3		14.1		0.00000	%		56.87500	%		0		84,348		74,270		0		42,241		239,216		217,486		13,049		204,437		136,504
CUNNINGHAM 34-8-2		21.8		0.00000	%		56.87500	%		0		124,458		109,587		0		62,328		352,972		320,909		19,255		301,654		167,555
CUNNINGHAM 35-12- 1		14.3		0.00000	%		57.60302	%		0		68,740		60,527		0		34,865		197,447		179,512		10,771		168,741		108,137
DAVANT 1-12-10		9.7		0.00000	%		56.87500	%		0		47,996		42,262		0		24,036		136,121		123,756		7,425		116,331		85,565
DAVANT 1-13-11		12.3		0.00000	%		54.84375	%		0		70,750		62,297		0		34,166		193,486		175,911		10,555		165,356		114,809
DAVANT 21-16-16		19.9		0.00000	%		56.87500	%		0		162,229		142,845		0		81,243		460,090		418,298		25,098		393,200		239,796
DAVANT 23- 2- 9		16.8		0.00000	%		56.87500	%		0		86,207		75,906		0		43,172		244,488		222,279		13,337		208,943		128,008
DAVANT 23- 7- 7		9.1		0.00000	%		56.87500	%		0		30,102		26,505		0		15,075		85,371		77,616		4,657		72,959		52,522
DAVANT 23-13-8		18.5		0.00000	%		56.87500	%		0		101,595		89,456		0		50,878		288,129		261,956		15,717		246,239		146,058
DAVANT 3-1-12		13.7		0.00000	%		56.87500	%		0		89,559		78,858		0		44,850		253,994		230,922		13,855		217,067		147,917
DAVANT 3-2-13		21.2		0.00000	%		56.87500	%		0		138,141		121,635		0		69,180		391,776		356,188		21,371		334,817		192,532
DAVANT 7- 4- 2		0.0		0.00000	%		56.87500	%		0		0		0		0		0		0		0		0		0		0
DAVANT 7- 5- 3		2.4		0.00000	%		56.87500	%		0		5,135		4,521		0		2,571		14,562		13,239		794		12,445		11,152

PAGE 2 of 6

DOMINION BLACK WARRIOR TRUST 1994-1
ROYALTY INTERESTS
UNESCALATED ANALYSIS
AS OF DECEMBER 31, 2008

									Gross Volumes						Net Volumes				Product		Production		Operating		Future Net Income
	Life		Working			Revenue			Oil		Wellhead Gas		Sales Gas		Oil		Sales Gas		Sales		Taxes		Expense		Undiscounted		Disc. @10%
Well Name & Number	Years		Interest			Interest			Bbls		Mcf		Mcf		Bbls		Mcf		$		$		$		$		$
DAVANT 7-11-4		18.6		0.00000	%		56.87500	%		0		90,290		79,502		0		45,217		256,068		232,808		13,968		218,839		127,113
DAVANT 7-12-5		8.8		0.00000	%		56.87500	%		0		25,707		22,635		0		12,874		72,905		66,283		3,977		62,306		44,579
DAVANT 7-13-6		24.4		0.00000	%		56.87500	%		0		169,132		148,923		0		84,700		479,669		436,098		26,166		409,932		222,709
DAVANT 7-14-1		19.4		0.00000	%		56.87500	%		0		86,382		76,061		0		43,260		244,986		222,732		13,364		209,368		117,249
DAVIS 24- 7-1		17.4		0.00000	%		56.87500	%		0		96,385		84,869		0		48,269		273,354		248,524		14,911		233,613		142,450
DAVIS 24- 8- 2		12.3		0.00000	%		56.87500	%		0		51,603		45,437		0		25,842		146,349		133,055		7,983		125,072		83,978
DAVIS 24- 9- 3		17.3		0.00000	%		56.87500	%		0		80,972		71,297		0		40,550		229,643		208,783		12,527		196,256		117,053
DAVIS 24-10- 4		17.3		0.00000	%		56.74805	%		0		93,302		82,154		0		46,621		264,021		240,038		14,402		225,636		137,191
DEAL 27- 4- 1		12.7		0.00000	%		56.87500	%		0		61,346		54,016		0		30,722		173,981		158,177		9,491		148,687		100,404
DEAL 27- 5- 2		37.0		0.00000	%		55.86750	%		0		469,717		413,593		0		231,064		1,308,550		1,189,686		71,381		1,118,305		545,503
DRUMMOND 6-1- 1		0.5		0.00000	%		48.75000	%		0		903		795		0		388		2,195		1,996		120		1,876		1,825
EARNEST 15-10- 2		12.4		0.00000	%		56.87500	%		0		64,669		56,942		0		32,386		183,406		166,747		10,005		156,742		107,429
EARNEST 15-15-5		7.7		0.00000	%		56.87500	%		0		22,927		20,187		0		11,481		65,021		59,115		3,547		55,568		41,519
EARNEST 15-16-4		11.1		0.00000	%		56.87500	%		0		39,659		34,920		0		19,861		112,475		102,258		6,135		96,123		65,484
EARNEST 24-13-1		14.2		0.00000	%		56.62111	%		0		79,171		69,711		0		39,471		223,532		203,227		12,194		191,034		126,123
FEDERAL 8- 9-10		8.8		0.00000	%		56.87500	%		0		25,742		22,666		0		12,892		73,007		66,375		3,983		62,393		44,641
FEDERAL 8-16-12		11.3		0.00000	%		56.87500	%		0		56,467		49,720		0		28,278		160,144		145,597		8,736		136,861		96,492
FEDERAL 9-4-5		30.3		0.00000	%		56.87500	%		0		278,945		245,615		0		139,694		791,106		719,245		43,155		676,091		346,446
FEDERAL 9-12-7		23.5		0.00000	%		56.87500	%		0		163,474		143,942		0		81,867		463,624		421,510		25,291		396,219		219,308
FEDERAL 9-14-8		10.8		0.00000	%		56.87500	%		0		48,192		42,434		0		24,134		136,677		124,261		7,456		116,806		82,515
FGLIC 26- 2- 1		10.9		0.00000	%		56.87500	%		0		48,936		43,089		0		24,507		138,787		126,180		7,571		118,609		83,362
FGLIC 26- 6- 3		10.5		0.00000	%		56.87500	%		0		54,346		47,853		0		27,216		154,130		140,129		8,408		131,722		95,036
FIRST ALABAMA BANK 10- 9-23		8.8		0.00000	%		61.70528	%		0		29,667		26,122		0		16,119		91,283		82,991		4,979		78,012		57,141
FIRST ALABAMA BANK 10-15-24		12.4		0.00000	%		61.70528	%		0		44,222		38,938		0		24,027		136,066		123,707		7,422		116,284		76,942
FIRST ALABAMA BANK 10-16-25A		14.6		0.00000	%		61.70528	%		0		77,231		68,003		0		41,962		237,635		216,049		12,963		203,086		133,326
FIRST ALABAMA BANK 12-1-4		13.3		0.00000	%		60.09516	%		0		69,041		60,792		0		36,533		206,891		188,098		11,286		176,812		119,012
FIRST ALABAMA BANK 12-2-5		9.4		0.00000	%		60.09516	%		0		37,016		32,593		0		19,587		110,924		100,848		6,051		94,797		69,097
FIRST ALABAMA BANK 25-1 -13		13.9		0.00000	%		50.70000	%		0		118,281		104,148		0		52,803		299,032		271,869		16,312		255,557		175,747
FIRST ALABAMA BANK 25- 2-14		5.4		0.00000	%		51.89977	%		0		17,164		15,113		0		7,844		44,420		40,385		2,423		37,962		30,597
FIRST ALABAMA BANK 25- 4-19		11.8		0.00000	%		51.89977	%		0		68,332		60,167		0		31,227		176,841		160,778		9,647		151,131		105,358
FIRST ALABAMA BANK 25- 7-15		14.6		0.00000	%		51.89977	%		0		64,341		56,653		0		29,403		166,512		151,386		9,083		142,303		88,548
FIRST ALABAMA BANK 25-10-17		12.6		0.00000	%		51.89977	%		0		68,539		60,349		0		31,321		177,377		161,264		9,676		151,589		102,503
FIRST ALABAMA BANK 25-11 - 2		12.3		0.00000	%		51.89977	%		0		54,767		48,223		0		25,028		141,736		128,861		7,732		121,129		80,468
FIRST ALABAMA BANK 25-12-20		13.3		0.00000	%		51.89977	%		0		87,048		76,647		0		39,780		225,278		204,815		12,289		192,526		130,764
FIRST ALABAMA BANK 25-14- 1		12.8		0.00000	%		51.89977	%		0		61,671		54,302		0		28,183		159,602		145,104		8,706		136,398		90,217
FIRST ALABAMA BANK 25-15- 3A		2.0		0.00000	%		51.89977	%		0		4,916		4,328		0		2,246		12,722		11,566		694		10,872		9,929
FIRST ALABAMA BANK 25-16-22		29.5		0.00000	%		51.89980	%		0		172,620		151,994		0		78,885		446,736		406,156		24,369		381,787		177,083
FIRST ALABAMA BANK 26-16-18		12.1		0.00000	%		63.78578	%		0		69,446		61,148		0		39,004		220,883		200,819		12,049		188,770		131,384
FIRST ALABAMA BANK 27- 9-27		4.4		0.00000	%		61.70528	%		0		22,336		19,667		0		12,136		68,727		62,484		3,749		58,735		50,840
FIRST ALABAMA BANK 27-16-28		16.7		0.00000	%		61.70528	%		0		74,080		65,228		0		40,249		227,938		207,233		12,434		194,799		118,472
FIRST ALABAMA BANK 34-1-6		16.3		0.00000	%		42.83960	%		0		105,857		93,209		0		39,930		226,131		205,590		12,335		193,255		125,226
FIRST ALABAMA BANK 34-12- 7		19.8		0.00000	%		42.83960	%		0		143,380		126,248		0		54,084		306,287		278,465		16,708		261,757		159,746
FIRST ALABAMA BANK 34-13-21		21.8		0.00000	%		61.70528	%		0		118,080		103,972		0		64,156		363,325		330,322		19,819		310,502		173,456
FIRST ALABAMA BANK 35- 2- 8		5.9		0.00000	%		42.83960	%		0		13,053		11,493		0		4,924		27,883		25,351		1,521		23,830		18,667
FIRST ALABAMA BANK 35-3-9		11.8		0.00000	%		42.83960	%		0		59,832		52,683		0		22,569		127,813		116,203		6,972		109,230		76,949
FIRST ALABAMA BANK 35- 5-10		7.3		0.00000	%		42.83960	%		0		25,111		22,111		0		9,472		53,642		48,770		2,926		45,843		35,539
FIRST NATIONAL BANK 1- 3- 1		17.3		0.00000	%		56.87500	%		0		86,182		75,884		0		43,159		244,416		222,214		13,333		208,882		125,563
FRIEDMAN 10-10-28		24.3		0.00000	%		53.54375	%		0		148,450		130,713		0		69,989		396,355		360,352		21,621		338,731		178,518
FRIEDMAN 10-15-29		12.4		0.00000	%		53.54375	%		0		44,412		39,105		0		20,938		118,577		107,806		6,468		101,338		65,685
FRIEDMAN 11-10-8		18.8		0.00000	%		53.54375	%		0		86,059		75,776		0		40,573		229,773		208,902		12,534		196,368		110,952
FRIEDMAN 11-11-17		25.7		0.00000	%		53.54375	%		0		142,138		125,154		0		67,012		379,501		345,029		20,702		324,327		162,588
FRIEDMAN 11-13-18		18.1		0.00000	%		53.54375	%		0		88,486		77,913		0		41,718		236,253		214,793		12,888		201,905		117,571
FRIEDMAN 12-1-9		4.8		0.00000	%		53.54375	%		0		13,274		11,688		0		6,258		35,441		32,221		1,933		30,288		24,815
FRIEDMAN 12-2-50		5.8		0.00000	%		53.54375	%		0		19,941		17,558		0		9,401		53,241		48,405		2,904		45,501		36,454
FRIEDMAN 12-8-10		0.0		0.00000	%		53.54375	%		0		0		0		0		0		0		0		0		0		0
FRIEDMAN 13-13-3		8.9		0.00000	%		53.54375	%		0		27,549		24,257		0		12,988		73,554		66,873		4,012		62,860		44,833
FRIEDMAN 14-6-33		29.3		0.00000	%		53.54375	%		0		202,274		178,106		0		95,364		540,062		491,005		29,460		461,545		225,780
FRIEDMAN 14-12-34		7.4		0.00000	%		53.54375	%		0		38,243		33,673		0		18,030		102,106		92,831		5,570		87,262		68,463
FRIEDMAN 14-13-35		16.0		0.00000	%		53.54375	%		0		94,086		82,844		0		44,358		251,205		228,386		13,703		214,683		135,960
FRIEDMAN 18-2-5		4.3		0.00000	%		53.54375	%		0		11,753		10,348		0		5,541		31,379		28,528		1,712		26,817		22,389
FRIEDMAN 18- 3-31		11.4		0.00000	%		53.54375	%		0		49,440		43,533		0		23,309		132,003		120,013		7,201		112,812		77,239
FRIEDMAN 18- 7-30		4.0		0.00000	%		53.54375	%		0		14,208		12,511		0		6,699		37,935		34,490		2,069		32,420		27,808
FRIEDMAN 18-8-2		5.2		0.00000	%		53.54375	%		0		13,171		11,598		0		6,210		35,167		31,972		1,918		30,054		24,192
FRIEDMAN 18-9-1		1.9		0.00000	%		53.54375	%		0		6,203		5,462		0		2,925		16,562		15,058		903		14,154		13,077
FRIEDMAN 18-15-4		29.5		0.00000	%		53.54375	%		0		252,242		222,103		0		118,922		673,474		612,299		36,738		575,561		291,912
FRIEDMAN 2-1-15		7.8		0.00000	%		53.54375	%		0		26,842		23,635		0		12,655		71,668		65,158		3,909		61,249		45,820
FRIEDMAN 2- 5-42		16.6		0.00000	%		53.54375	%		0		95,376		83,980		0		44,966		254,648		231,517		13,891		217,626		134,883
FRIEDMAN 2-9-16		22.9		0.00000	%		55.76460	%		0		125,179		110,222		0		61,465		348,085		316,466		18,988		297,478		159,085
FRIEDMAN 2-12-21		12.1		0.00000	%		53.54375	%		0		54,274		47,789		0		25,588		144,909		131,746		7,905		123,842		83,536
FRIEDMAN 2-14-22		11.8		0.00000	%		53.54375	%		0		51,168		45,054		0		24,124		136,616		124,206		7,452		116,754		79,288
FRIEDMAN 22- 4-52		14.6		0.00000	%		53.54375	%		0		71,537		62,989		0		33,727		191,000		173,650		10,419		163,231		104,091
FRIEDMAN 22-12-53		20.0		0.00000	%		53.54375	%		0		162,077		142,711		0		76,413		432,737		393,429		23,606		369,824		222,763
FRIEDMAN 22-14-38		6.3		0.00000	%		53.54375	%		0		14,239		12,537		0		6,713		38,017		34,563		2,074		32,490		24,704
FRIEDMAN 22-15-39		29.3		0.00000	%		53.54375	%		0		132,242		116,441		0		62,347		353,081		321,008		19,260		301,748		133,745
FRIEDMAN 22-15-54		23.6		0.00000	%		55.20937	%		0		153,910		135,520		0		74,820		423,716		385,227		23,114		362,114		196,898
FRIEDMAN 22-16-55		24.7		0.00000	%		53.54375	%		0		115,645		101,827		0		54,522		308,767		280,720		16,843		263,877		130,466
FRIEDMAN 23- 4-41		11.6		0.00000	%		55.20937	%		0		95,659		84,229		0		46,502		263,350		239,428		14,366		225,062		164,511
FRIEDMAN 23- 5-40		18.7		0.00000	%		45.87100	%		0		83,188		73,248		0		33,600		190,280		172,995		10,380		162,616		92,122
FRIEDMAN 3- 6-23		19.8		0.00000	%		53.54375	%		0		105,414		92,819		0		49,699		281,451		255,885		15,353		240,532		136,605
FRIEDMAN 30-4-45		16.3		0.00000	%		54.34000	%		0		159,880		140,776		0		76,498		433,219		393,867		23,632		370,235		245,695
FRIEDMAN 30- 5-46		10.0		0.00000	%		54.34000	%		0		72,335		63,692		0		34,610		196,003		178,199		10,692		167,507		125,047
FRIEDMAN 30-12-47		28.2		0.00000	%		54.34000	%		0		239,220		210,636		0		114,460		648,203		589,323		35,359		553,963		284,271
FRIEDMAN 30-13-48		24.4		0.00000	%		54.34000	%		0		207,415		182,632		0		99,242		562,022		510,970		30,658		480,312		264,518
FRIEDMAN 31-12-49		19.9		0.00000	%		54.34000	%		0		146,822		129,279		0		70,250		397,836		361,698		21,702		339,996		200,616
FRIEDMAN 3-15-26		7.0		0.00000	%		53.17812	%		0		22,319		19,652		0		10,451		59,183		53,807		3,228		50,579		38,668
FRIEDMAN 34-10-57		16.8		0.00000	%		53.54375	%		0		98,520		86,748		0		46,448		263,044		239,150		14,349		224,801		138,872
FRIEDMAN 34-15-58		25.6		0.00000	%		53.54375	%		0		104,499		92,013		0		49,267		279,008		253,664		15,220		238,444		111,826
FRIEDMAN 36-1-43		10.3		0.00000	%		54.34000	%		0		40,179		35,378		0		19,225		108,871		98,982		5,939		93,043		64,548
FRIEDMAN 36- 3- 1		8.8		0.00000	%		54.34000	%		0		36,234		31,905		0		17,337		98,182		89,263		5,356		83,907		61,647

PAGE 3 of 6

DOMINION BLACK WARRIOR TRUST 1994-1
ROYALTY INTERESTS
UNESCALATED ANALYSIS
AS OF DECEMBER 31, 2008

									Gross Volumes						Net Volumes				Product		Production		Operating		Future Net Income
	Life		Working			Revenue			Oil		Wellhead Gas		Sales Gas		Oil		Sales Gas		Sales		Taxes		Expense		Undiscounted		Disc. @10%
Well Name & Number	Years		Interest			Interest			Bbls		Mcf		Mcf		Bbls		Mcf		$		$		$		$		$
FRIEDMAN 36- 7-44		2.3		0.00000	%		56.26400	%		0		5,271		4,641		0		2,611		14,788		13,444		807		12,638		11,396
FRIEDMAN 36-8-2		1.8		0.00000	%		54.34000	%		0		4,138		3,644		0		1,980		11,213		10,194		612		9,583		8,794
FRIEDMAN 36-11-56		12.1		0.00000	%		56.26400	%		0		62,335		54,887		0		30,881		174,886		159,000		9,540		149,460		101,919
FRIEDMAN 4-8-59		31.1		0.00000	%		55.20937	%		0		227,897		200,667		0		110,787		627,402		570,412		34,225		536,187		258,596
FRIEDMAN 6-4-11		22.7		0.00000	%		53.54375	%		0		178,109		156,828		0		83,971		475,543		432,346		25,941		406,405		230,784
FRIEDMAN 6-5-12		11.0		0.00000	%		53.54375	%		0		40,538		35,695		0		19,112		108,236		98,404		5,904		92,500		62,886
FRIEDMAN 6-12-13		0.0		0.00000	%		53.54375	%		0		0		0		0		0		0		0		0		0		0
FRIEDMAN 6-13-14		1.0		0.00000	%		53.54375	%		0		2,020		1,779		0		952		5,394		4,904		294		4,609		4,387
FRIEDMAN-ROSENAU 2- 7- 2		18.3		0.00000	%		55.20937	%		0		101,955		89,773		0		49,563		280,684		255,187		15,311		239,876		142,584
FRIEDMAN-ROSENAU 2-15- 1		14.2		0.00000	%		56.87500	%		0		58,414		51,435		0		29,253		165,666		150,618		9,037		141,581		89,876
FRIEDMAN-ROSENAU 2-16- 3		17.8		0.00000	%		56.87500	%		0		75,409		66,399		0		37,764		213,866		194,439		11,666		182,773		105,937
GILBERT 15-5-1		16.8		0.00000	%		46.51560	%		0		95,942		84,478		0		39,296		222,536		202,322		12,139		190,183		115,192
GILBERT 15-6-3		18.8		0.00000	%		56.87500	%		0		138,450		121,907		0		69,335		392,653		356,986		21,419		335,567		206,773
GILBERT 15-12- 2		5.8		0.00000	%		46.51560	%		0		20,744		18,266		0		8,496		48,116		43,746		2,625		41,121		32,829
HALLMAN17-2-2		8.2		0.00000	%		56.87500	%		0		41,885		36,881		0		20,976		118,790		107,999		6,480		101,519		78,209
HALLMAN 34- 8-1		10.2		0.00000	%		56.87500	%		0		48,452		42,663		0		24,265		137,414		124,932		7,496		117,436		84,815
HALLMAN 8-14-1		24.9		0.00000	%		56.87500	%		0		177,895		156,640		0		89,089		504,522		458,694		27,522		431,172		233,257
HAYES 18-13-3		6.9		0.00000	%		56.87500	%		0		26,108		22,989		0		13,075		74,045		67,319		4,039		63,280		49,456
HAYES 18-14-4		14.1		0.00000	%		56.87500	%		0		86,176		75,879		0		43,156		244,401		222,200		13,332		208,868		139,857
HAYES 7-16-2		17.3		0.00000	%		56.87500	%		0		144,921		127,606		0		72,576		411,006		373,672		22,420		351,252		226,872
HINDS 12-6-1		9.5		0.00000	%		56.87500	%		0		34,697		30,552		0		17,376		98,404		89,465		5,368		84,097		60,354
HINDS 12-7-2		11.0		0.00000	%		56.87500	%		0		45,156		39,761		0		22,614		128,067		116,434		6,986		109,448		75,945
HINDS 12-11-3		11.2		0.00000	%		56.87500	%		0		56,008		49,316		0		28,048		158,842		144,413		8,665		135,749		95,838
HINDS 14-5-4		14.3		0.00000	%		56.87500	%		0		79,717		70,192		0		39,922		226,082		205,545		12,333		193,212		127,415
HINDS 14- 6- 5		9.1		0.00000	%		56.87500	%		0		37,522		33,039		0		18,791		106,414		96,748		5,805		90,943		66,947
HOBSON 22- 9-1		23.8		0.00000	%		56.87500	%		0		144,132		126,911		0		72,180		408,768		371,637		22,298		349,339		187,336
HOLMAN 10-11-1		59.5		0.00000	%		56.87500	%		0		322,310		283,799		0		161,411		914,092		831,059		49,864		781,196		229,832
HOLMAN 13-7-19		13.8		0.00000	%		56.87500	%		0		88,058		77,537		0		44,099		249,739		227,053		13,623		213,430		144,370
HOLMAN 13-11-20		15.2		0.00000	%		56.87500	%		0		99,141		87,295		0		49,649		281,169		255,629		15,338		240,291		157,938
HOLMAN 13-14-21		7.8		0.00000	%		56.87500	%		0		27,188		23,940		0		13,616		77,108		70,104		4,206		65,898		49,836
HOLMAN 13-15-22		20.3		0.00000	%		56.87500	%		0		120,308		105,933		0		60,249		341,201		310,208		18,612		291,595		168,433
HOLMAN 14-3-2		7.7		0.00000	%		56.87500	%		0		27,857		24,529		0		13,951		79,004		71,828		4,310		67,518		51,333
HOLMAN 14-4-1		11.4		0.00000	%		56.87500	%		0		53,533		47,137		0		26,809		151,823		138,032		8,282		129,751		90 390
HOLMAN 15-1-28		13.8		0.00000	%		45.98240	%		0		72,252		63,619		0		29,253		165,666		150,618		9,037		141,581		93,000
HOLMAN 15-8-25		5.8		0.00000	%		45.98240	%		0		18,981		16,713		0		7,685		43,521		39,568		2,374		37,194		29,726
HOLMAN 17-11-31		14.5		0.00000	%		56.87500	%		0		74,704		65,778		0		37,411		211,866		192,621		11,557		181,063		117,399
HOLMAN 17-12-15		14.3		0.00000	%		56.87500	%		0		80,653		71,016		0		40,391		228,738		207,960		12,478		195,483		128,766
HOLMAN 17-13-16		14.2		0.00000	%		56.87500	%		0		70,710		62,262		0		35,411		200,539		182,323		10,939		171,384		111,648
HOLMAN 18-3-2		12.3		0.00000	%		56.87500	%		0		59,990		52,822		0		30,043		170,135		154,681		9,281		145,400		99,392
HOLMAN 24-1-26		16.5		0.00000	%		56.87500	%		0		99,731		87,814		0		49,944		282,843		257,150		15,429		241,721		152,564
HOLMAN 24- 3-27		13.6		0.00000	%		56.87500	%		0		77,967		68,651		0		39,045		221,119		201,034		12,062		188,972		127,177
HOLMAN 26- 4-23		16.4		0.00000	%		49.24920	%		0		85,268		75,080		0		36,976		209,402		190,380		11,423		178,958		109,905
HOLMAN 26- 5-29		7.7		0.00000	%		49.24920	%		0		33,000		29,057		0		14,310		81,042		73,680		4,421		69,259		53,175
HOLMAN 26- 6-24		12.8		0.00000	%		49.24920	%		0		65,368		57,558		0		28,347		160,532		145,950		8,757		137,193		92,518
HOLMAN 34-6-3		17.8		0.00000	%		60.09516	%		0		113,781		100,186		0		60,207		340,961		309,990		18,599		291,390		181,349
HOLMAN 35-12-4		6.5		0.00000	%		56.87500	%		0		25,771		22,692		0		12,906		73,089		66,450		3,987		62,463		49,695
HOWELL 12-9-1		24.6		0.00000	%		56.87500	%		0		158,469		139,534		0		79,360		449,427		408,603		24,516		384,087		205,331
HOWELL 12-14-2		8.0		0.00000	%		56.87500	%		0		30,755		27,080		0		15,402		87,223		79,300		4,758		74,542		56,326
HOWELL 12-15-3		9.7		0.00000	%		56.87500	%		0		41,083		36,174		0		20,574		116,513		105,930		6,356		99,574		72,220
MAYFIELD1-3-3		8.7		0.00000	%		56.87500	%		0		33,436		29,441		0		16,744		94,826		86,213		5,173		81,040		59,981
MAYFIELD1-7-4		10.1		0.00000	%		56.87500	%		0		44,827		39,470		0		22,449		127,131		115,583		6,935		108,648		78,176
MAYFIELD 12- 9- 2		14.6		0.00000	%		54.51875	%		0		70,630		62,191		0		33,906		192,014		174,572		10,474		164,098		104,735
MAYFIELD12-10-5		0.0		0.00000	%		56.87500	%		0		0		0		0		0		0		0		0		0		0
MAYFIELD 14-1- 1		0.0		0.00000	%		54.51875	%		0		0		0		0		0		0		0		0		0		0
MAYFIELD 8- 3-1		18.0		0.00000	%		55.69688	%		0		100,391		88,396		0		49,234		278,817		253,491		15,209		238,281		142,851
MCDANIEL 18-5-2		17.7		0.00000	%		56.55000	%		0		76,928		67,737		0		38,305		216,927		197,222		11,833		185,389		108,020
MCDANIEL 18-6-3		2.2		0.00000	%		56.55000	%		0		4,537		3,995		0		2,259		12,793		11,631		698		10,933		9,896
MCGUIRE 26-12-6		8.5		0.00000	%		56.87500	%		0		32,457		28,579		0		16,254		92,051		83,690		5,021		78,668		58,493
MCGUIRE 26-13-3		9.4		0.00000	%		56.87500	%		0		37,039		32,614		0		18,549		105,046		95,504		5,730		89,774		65,094
MCGUIRE 26-16- 1		13.3		0.00000	%		56.87500	%		0		64,835		57,088		0		32,469		183,876		167,174		10,030		157,143		104,588
MCGUIRE 27-9-4		10.2		0.00000	%		56.87500	%		0		40,354		35,533		0		20,209		114,447		104,051		6,243		97,808		69,375
MCGUIRE 34-9-5		21.3		0.00000	%		56.87500	%		0		104,203		91,752		0		52,184		295,526		268,682		16,121		252,561		137,555
MILLS 22-14-1		28.1		0.00000	%		56.87500	%		0		307,461		270,724		0		153,974		871,978		792,771		47,566		745,204		408,115
MOODY 22- 6- 1		28.8		0.00000	%		56.87500	%		0		265,342		233,637		0		132,881		752,525		684,169		41,050		643,119		338,625
MOORE 13-1-1		17.2		0.00000	%		45.09190	%		0		136,837		120,487		0		54,330		307,678		279,730		16,784		262,946		169,291
MOORE 13-9-2		15.5		0.00000	%		45.09190	%		0		79,512		70,012		0		31,570		178,783		162,543		9,753		152,790		96,544
NAUGHER 34- 7- 1		13.8		0.00000	%		60.09516	%		0		69,930		61,575		0		37,003		209,556		190,521		11,431		179,089		119,163
PAYNE 17-15-1		16.4		0.00000	%		56.87500	%		0		87,772		77,285		0		43,956		248,928		226,316		13,579		212,737		132,148
PETTUS 8-5-3		19.1		0.00000	%		56.87500	%		0		133,324		117,394		0		66,768		378,116		343,769		20,626		323,143		196,117
PETTUS 8-6-2		20.8		0.00000	%		56.87500	%		0		99,118		87,275		0		49,638		281,105		255,570		15,334		240,236		132,005
PRICE 1-1-1		13.7		0.00000	%		56.87500	%		0		42,646		37,551		0		21,357		120,947		109,961		6,598		103,363		63,766
RICE 2- 6- 1		24.3		0.00000	%		55.04687	%		0		120,982		106,526		0		58,639		332,083		301,918		18,115		283,803		143,999
SEALY18-1-1		18.3		0.00000	%		56.87500	%		0		130,034		114,497		0		65,120		368,784		335,285		20,117		315,168		194,985
SEARCY11-9-14		0.0		0.00000	%		56.87500	%		0		0		0		0		0		0		0		0		0		0
SEARCY 12- 3-16		4.7		0.00000	%		56.87500	%		0		10,578		9,314		0		5,297		29,998		27,274		1,636		25,637		20,973
SEARCY 12-6-19		3.3		0.00000	%		56.87500	%		0		7,459		6,567		0		3,735		21,153		19,232		1,154		18,078		15,613
SEARCY 17-5-7		18.4		0.00000	%		56.87500	%		0		83,010		73,091		0		41,571		235,421		214,037		12,842		201,194		115,876
SEARCY 17-6-20		20.3		0.00000	%		56.87500	%		0		110,421		97,227		0		55,298		313,161		284,714		17,083		267,631		151,949
SEARCY 17-11-8		41.6		0.00000	%		56.87500	%		0		490,039		431,487		0		245,408		1,389,782		1,263,539		75,812		1,187,727		538,171
SEARCY 17-14-9		51.3		0.00000	%		56.87500	%		0		490,756		432,118		0		245,767		1,391,814		1,265,388		75,923		1,189,465		454,492
SEARCY 18-11-18		21.7		0.00000	%		56.87500	%		0		206,904		182,182		0		103,616		586,792		533,490		32,009		501,480		301,823
SEARCY 18-13-6		15.3		0.00000	%		56.87500	%		0		38,383		33,797		0		19,222		108,856		98,968		5,938		93,030		52,368
SEARCY 18-14- 5		25.5		0.00000	%		56.87500	%		0		209,907		184,827		0		105,120		595,310		541,235		32,474		508,761		278,586
SEARCY 19-4-1		1.9		0.00000	%		56.87500	%		0		3,790		3,337		0		1,898		10,747		9,771		586		9,185		8,394
SEARCY 19-10-3		39.7		0.00000	%		56.87500	%		0		461,320		406,199		0		231,026		1,308,331		1,189,488		71,369		1,118,118		518,613
SEARCY 20-3-10		11.1		0.00000	%		56.87500	%		0		39,844		35,084		0		19,954		113,001		102,737		6,164		96,573		65,832
SEARCY 20-4-11		21.0		0.00000	%		56.87500	%		0		117,882		103,797		0		59,035		334,322		303,953		18,237		285,716		160,653
SEARCY 20-5-12		32.3		0.00000	%		56.87500	%		0		375,977		331,053		0		188,286		1,066,294		969,436		58,166		911,270		471,324
SEARCY 20-6-13		28.7		0.00000	%		56.87500	%		0		327,753		288,591		0		164,136		929,528		845,093		50,706		794,388		433,797

PAGE 4 of 6

DOMINION BLACK WARRIOR TRUST 1994-1
ROYALTY INTERESTS
UNESCALATED ANALYSIS
AS OF DECEMBER 31, 2008

									Gross Volumes						Net Volumes				Product		Production		Operating		Future Net Income
	Life		Working			Revenue			Oil		Wellhead Gas		Sales Gas		Oil		Sales Gas		Sales		Taxes		Expense		Undiscounted		Disc. @10%
Well Name & Number	Years		Interest			Interest			Bbls		Mcf		Mcf		Bbls		Mcf		$		$		$		$		$
SEARCY 24-1-2		12.8		0.00000	%		56.87500	%		0		53,927		47,484		0		27,006		152,940		139,048		8,343		130,705		86,584
SEARCY 7-6-17		10.3		0.00000	%		56.87500	%		0		40,851		35,970		0		20,458		115,857		105,333		6,320		99,013		69,795
SEARCY 7-15-15		12.9		0.00000	%		56.87500	%		0		59,208		52,134		0		29,651		167,919		152,666		9,160		143,506		95,548
SESSIONS 35- 8-1		12.8		0.00000	%		56.87500	%		0		47,037		41,417		0		23,556		133,400		121,282		7,277		114,005		74,145
SESSIONS 35-9-2		9.0		0.00000	%		56.87500	%		0		40,785		35,912		0		20,425		115,669		105,162		6,310		98,852		73,587
SESSIONS 35-15-3		15.5		0.00000	%		56.87500	%		0		110,118		96,960		0		55,146		312,301		283,933		17,036		266,897		175,992
STEDMAN 1-9-1		9.8		0.00000	%		52.81250	%		0		46,013		40,515		0		21,397		121,174		110,167		6,610		103,557		74,806
STEDMAN 11-1-5		10.3		0.00000	%		52.81250	%		0		49,521		43,604		0		23,028		130,413		118,566		7,114		111,452		79,798
STEDMAN 11-2-6		13.3		0.00000	%		52.81250	%		0		73,734		64,924		0		34,288		194,177		176,539		10,592		165,946		110,892
STEDMAN 11-3-24		11.1		0.00000	%		52.81250	%		0		62,750		55,252		0		29,180		165,251		150,240		9,014		141,225		100,448
STEDMAN 11-4-7		16.5		0.00000	%		52.81250	%		0		82,044		72,241		0		38,152		216,063		196,437		11,786		184,651		111,997
STEDMAN 11-5-8		14.9		0.00000	%		52.81250	%		0		52,861		46,545		0		24,582		139,209		126,564		7,594		118,970		71,301
STEDMAN 11-9-9		6.0		0.00000	%		52.81250	%		0		16,913		14,892		0		7,865		44,539		40,494		2,430		38,064		29,857
STEDMAN 1-11-3		6.3		0.00000	%		52.81250	%		0		21,281		18,738		0		9,896		56,044		50,953		3,057		47,896		37,794
STEDMAN 11-10-10		9.9		0.00000	%		52.81250	%		0		44,883		39,521		0		20,872		118,200		107,463		6,448		101,015		72,584
STEDMAN 11-12-11		12.3		0.00000	%		52.81250	%		0		58,929		51,888		0		27,403		155,190		141,093		8,466		132,627		89,732
STEDMAN 11-14-12		13.5		0.00000	%		52.81250	%		0		67,988		59,864		0		31,616		179,046		162,782		9,767		153,015		100,494
STEDMAN 11-16-13		7.0		0.00000	%		52.81250	%		0		25,908		22,812		0		12,048		68,229		62,031		3,722		58,309		45,118
STEDMAN 1-15-14		8.0		0.00000	%		52.81250	%		0		30,162		26,558		0		14,026		79,430		72,215		4,333		67,882		50,875
STEDMAN 1-16-4		11.3		0.00000	%		52.81250	%		0		49,756		43,811		0		23,138		131,031		119,129		7,148		111,981		76,920
STEDMAN 13-1-15		14.4		0.00000	%		52.81250	%		0		64,950		57,190		0		30,203		171,046		155,509		9,331		146,178		92,221
STEDMAN 13-2-16		15.5		0.00000	%		52.81250	%		0		93,317		82,167		0		43,394		245,748		223,425		13,406		210,020		134,242
STEDMAN 13-4-17		16.3		0.00000	%		52.81250	%		0		124,683		109,785		0		57,980		328,351		298,525		17,911		280,613		181,703
STEDMAN 13-6-18		7.6		0.00000	%		52.81250	%		0		31,696		27,909		0		14,739		83,472		75,889		4,553		71,336		54,674
STEDMAN 13-9-19		15.1		0.00000	%		52.81250	%		0		98,834		87,024		0		45,960		260,277		236,635		14,198		222,436		145,093
STEDMAN 13-12-20		15.1		0.00000	%		52.81250	%		0		87,464		77,013		0		40,673		230,335		209,412		12,565		196,848		126,537
STEDMAN 13-14-21		25.1		0.00000	%		52.81250	%		0		199,133		175,339		0		92,601		524,413		476,778		28,607		448,171		242,666
STEDMAN 13-15-22		20.3		0.00000	%		52.81250	%		0		224,187		197,400		0		104,252		590,393		536,764		32,206		504,558		314,253
STOTHART 24-12-1		9.3		0.00000	%		56.13634	%		0		33,364		29,378		0		16,492		93,395		84,911		5,095		79,816		57,551
STOTHART 24-13-2		8.5		0.00000	%		56.50567	%		0		37,620		33,125		0		18,718		106,001		96,373		5,782		90,590		68,282
SULLIVAN 4-11-2		24.8		0.00000	%		56.29461	%		0		274,978		242,122		0		136,302		1,729,410		1,572,318		94,339		1,477,979		952,801
THORNHILL 12-13-1		0.0		0.00000	%		56.87500	%		0		0		0		0		0		0		0		0		0		0
TURNER 17-10-1		19.8		0.00000	%		56.87500	%		0		119,356		105,094		0		59,772		338,500		307,752		18,465		289,287		168,905
TURNER 17-16-1		22.7		0.00000	%		56.87500	%		0		92,685		81,611		0		46,416		262,862		238,984		14,339		224,645		114,444
USX 14- 3-45		23.1		0.00000	%		48.75000	%		0		205,337		180,803		0		88,141		499,157		453,815		27,229		426,587		241,398
USX 14- 5-24		10.8		0.00000	%		48.75000	%		0		42,548		37,465		0		18,264		103,431		94,036		5,642		88,394		60,373
USX 14-10-43		15.9		0.00000	%		47.51680	%		0		77,584		68,313		0		32,460		183,828		167,130		10,028		157,102		95,011
USX 14-11-25		11.9		0.00000	%		48.75000	%		0		55,955		49,269		0		24,019		136,022		123,666		7,420		116,246		78,270
USX 14-13-37		3.0		0.00000	%		46.51560	%		0		8,239		7,255		0		3,375		19,110		17,374		1,042		16,332		14,325
USX 14-14-44		10.9		0.00000	%		48.75000	%		0		62,253		54,814		0		26,722		151,331		137,584		8,255		129,329		91,688
USX 15-13-27		7.5		0.00000	%		48.75000	%		0		26,067		22,952		0		11,189		63,366		57,610		3,457		54,153		40,645
USX 16-2A-40		14.2		0.00000	%		48.75000	%		0		64,857		57,108		0		27,840		157,662		143,341		8,600		134,740		84,789
USX 16- 4-29		6.2		0.00000	%		48.75000	%		0		17,244		15,184		0		7,402		41,919		38,111		2,287		35,825		27,714
USX 16- 5-30		18.3		0.00000	%		48.75000	%		0		104,801		92,279		0		44,986		254,762		231,620		13,897		217,723		127,262
USX 16- 7-31		11.2		0.00000	%		48.75000	%		0		46,514		40,956		0		19,966		113,071		102,800		6,168		96,632		65,588
USX 16- 8-28		20.4		0.00000	%		48.75000	%		0		112,242		98,830		0		48,180		272,849		248,065		14,884		233,181		128,715
USX 16-11-33		27.8		0.00000	%		48.75000	%		0		218,180		192,111		0		93,654		530,376		482,198		28,932		453,266		229,300
USX 16-13-34		14.8		0.00000	%		48.75000	%		0		91,788		80.821		0		39,400		223,130		202,861		12,172		190 690		123,011
USX 16-15-35		14.9		0.00000	%		48.75000	%		0		62,737		55,241		0		26,930		152,507		138,654		8,319		130,335		79,212
USX 21-15-11		14.4		0.00000	%		48.75000	%		0		70,217		61,827		0		30,141		170,691		155,186		9,311		145,875		92,029
USX 21-16-12		14.1		0.00000	%		48.75000	%		0		58,683		51,671		0		25,190		142,653		129,695		7,782		121,913		75,804
USX 22- 4-36		23.4		0.00000	%		48.75000	%		0		134,120		118,095		0		57,571		326,034		296,419		17,785		278,633		144,678
USX 22-11-13		2.5		0.00000	%		48.75000	%		0		9,259		8,153		0		3,975		22,508		20,464		1,228		19,236		17.390
USX 22-12-14		8.8		0.00000	%		48.75000	%		0		32,244		28,391		0		13,841		78,382		71,262		4,276		66,986		48,249
USX 23- 4-41		16.6		0.00000	%		47.90550	%		0		117,198		103,195		0		49,436		279,964		254,533		15,272		239,261		151,193
USX 28- 3-15		9.2		0.00000	%		48.75000	%		0		38,351		33,768		0		16,462		93,227		84,759		5,086		79,673		57,615
USX 28-4-16		7.2		0.00000	%		48.75000	%		0		24,219		21,325		0		10,396		58,874		53,526		3,212		50,314		38,125
USX 28-5-17		13.4		0.00000	%		48.75000	%		0		61,205		53,892		0		26,272		148,784		135,269		8,116		127,153		81,728
USX 29- 8- 6		10.8		0.00000	%		48.75000	%		0		42,607		37,516		0		18,289		103,574		94,166		5,650		88,516		60,478
USX 29-11-7		9.3		0.00000	%		48.75000	%		0		44,793		39,441		0		19,228		108,889		98,998		5,940		93,058		68,060
USX 29-13-9		11.3		0.00000	%		48.75000	%		0		49,368		43,469		0		21,191		120,009		109,108		6,546		102,561		69,610
USX 29-14-10		9.0		0.00000	%		48.75000	%		0		38,119		33,565		0		16,363		92,664		84,247		5,055		79,192		57,622
USX 30-9-18		11.7		0.00000	%		48.75000	%		0		55,043		48,466		0		23,627		133,805		121,650		7,299		114,351		77,643
USX 5- 7-1		17.8		0.00000	%		48.75000	%		0		142,605		125,566		0		61,214		346,661		315,172		18,910		296,261		184,574
USX 5-10-2		17.8		0.00000	%		48.75000	%		0		125,049		110,108		0		53,678		303,984		276,371		16,582		259,789		158,508
USX 5-15-3		22.3		0.00000	%		48.75000	%		0		138,140		121,635		0		59,297		335,807		305,303		18,318		286,985		154,894
USX 8-6-4		12.3		0.00000	%		48.75000	%		0		78,782		69,369		0		33,817		191,513		174,117		10,447		163,670		113,323
USX 8-11-5		14.6		0.00000	%		48.75000	%		0		79,997		70,439		0		34,339		194,466		176,802		10,608		166,194		106,149
USX 8-14-39		10.8		0.00000	%		46.73630	%		0		59,511		52,401		0		24,490		138,691		126,093		7,566		118,527		84,270
USX 9- 6-20		13.5		0.00000	%		48.75000	%		0		70,919		62,445		0		30,442		172,397		156,738		9,404		147,333		96,311
USX 9- 7-21		30.9		0.00000	%		48.75000	%		0		370,788		326,485		0		159,161		901,354		819,478		49,169		770,309		397,981
USX 9-10-22		18.0		0.00000	%		48.75000	%		0		146,175		128,709		0		62,746		355,338		323,061		19,384		303,677		188,506
USX 9-15-23		13.3		0.00000	%		48.75000	%		0		77,624		68,349		0		33,320		188,698		171,557		10,293		161,264		107,189
USX 9-16-38		15.6		0.00000	%		48.75000	%		0		115,526		101,723		0		49,590		280,834		255,324		15,319		240,005		155,603
WEST 1-1-24		4.8		0.00000	%		52.81250	%		0		15,734		13,854		0		7,317		41,436		37,672		2,260		35,411		29,311
WEST 1-2-25		6.3		0.00000	%		52.81250	%		0		20,652		18,184		0		9,604		54,387		49,447		2,967		46,480		36,429
WEST 1-6-39		14.9		0.00000	%		52.81250	%		0		69,308		61,027		0		32,230		182,522		165,943		9,957		155,986		97,550
WEST 1-8-27		4.9		0.00000	%		52.81250	%		0		14,859		13,084		0		6,910		39,131		35,576		2,135		33,442		27,460
WEST 1- 9-28		1.6		0.00000	%		52.81250	%		0		3,639		3,205		0		1,692		9,584		8,714		523		8,191		7,612
WEST 11-1-34		10.5		0.00000	%		52.81250	%		0		28,006		24,659		0		13,023		73,753		67,053		4,023		63,030		41,666
WEST 11-2-35		10.4		0.00000	%		52.81250	%		0		36,972		32,555		0		17,193		97,367		88,522		5,311		83,211		57,535
WEST 11-4-41		27.3		0.00000	%		52.81250	%		0		248,030		218,394		0		115,340		653,185		593,852		35,631		558,221		296,569
WEST 11-5-42		22.7		0.00000	%		52.81250	%		0		142,998		125,912		0		66,497		376,583		342,375		20,543		321,833		175,898
WEST 11-8-36		2.9		0.00000	%		52.81250	%		0		7,464		6,572		0		3,471		19,655		17,870		1,072		16,798		14,797
WEST 1-10-29		4.8		0,00000	%		52.81250	%		0		14,672		12,918		0		6,823		38,637		35,128		2,108		33,020		27,314
WEST 1-11-30		4.6		0.00000	%		52.81250	%		0		13,298		11,709		0		6,184		35,019		31,838		1,910		29,928		24,816
WEST 11-15-37		0.0		0.00000	%		52.81250	%		0		0		0		0		0		0		0		0		0		0
WEST 1-13-31		9.7		0.00000	%		52.81250	%		0		41,418		36,469		0		19,260		109,074		99,166		5,950		93,216		67,130
WEST 1-14-32		0.7		0 00000	%		52.81250	%		0		1,252		1,102		0		582		3,297		2,998		180		2,818		2,722

PAGE 5 of 6

DOMINION BLACK WARRIOR TRUST 1994-1
ROYALTY INTERESTS
UNESCALATED ANALYSIS
AS OF DECEMBER 31, 2008

									Gross Volumes						Net Volumes				Product		Production		Operating		Future Net Income
	Life		Working			Revenue			Oil		Wellhead Gas		Sales Gas		Oil		Sales Gas		Sales		Taxes		Expense		Undiscounted		Disc. @10%
Well Name & Number	Years		Interest			Interest			Bbls		Mcf		Mcf		Bbls		Mcf		$		$		$		$		$
WEST 1-16-33		0.0		0.00000	%		52.81250	%		0		0		0		0		0		0		0		0		0		0
WEST 13-1-15		11.8		0.00000	%		52.81250	%		0		44,278		38,987		0		20,590		116,604		106,012		6,361		99,652		66,310
WEST 13- 2-16		13.2		0.00000	%		52.81250	%		0		67,869		59,760		0		31,561		178,733		162,498		9,750		152,748		101,603
WEST 13-4-17		5.7		0.00000	%		52.81250	%		0		27,022		23,793		0		12,566		71,161		64,697		3,882		60,815		50,004
WEST 13-5-3		6.4		0.00000	%		52.81250	%		0		15,518		13,664		0		7,216		40,866		37,154		2,229		34,924		26,606
WEST 13-6-1		3.7		0.00000	%		52.81250	%		0		9,729		8,567		0		4,524		25,622		23,294		1,398		21,897		18,744
WEST 13- 7-38		13.9		0.00000	%		52.81250	%		0		43,855		38,615		0		20,394		115,491		105,001		6,300		98,701		59,763
WEST 13-8-14		14.9		0.00000	%		52.81250	%		0		65,811		57,947		0		30,603		173,312		157,569		9,454		148,115		91,892
WEST 13-9-9		11.4		0.00000	%		52.81250	%		0		42,402		37,336		0		19,718		111,665		101,522		6,091		95,431		63,979
WEST 13-11-6		16.3		0.00000	%		52.81250	%		0		93,309		82,160		0		43,391		245,727		223,406		13,404		210,002		130,530
WEST 13-12-4A		14.3		0.00000	%		52.81250	%		0		56,320		49,591		0		26,190		148,318		134,845		8,091		126,755		78,512
WEST 13-15-23		9.6		0.00000	%		52.81250	%		0		40,465		35,630		0		18,817		106,564		96,884		5,813		91,071		65,598
WEST 15- 1-51		15.9		0.00000	%		54.84375	%		0		75,768		66,715		0		36,589		207,209		188,387		11,303		177,083		108,938
WEST 15-1-83		14.4		0.00000	%		52.81250	%		0		79,688		70,167		0		37,057		209,858		190,795		11,448		179,348		116,398
WEST 15- 2-52		8.8		0.00000	%		52.81250	%		0		25,148		22,143		0		11,695		66,228		60,212		3,613		56,599		40,185
WEST 15- 3-68		14.7		0.00000	%		45.80470	%		0		60,748		53,489		0		24,501		138,751		126,147		7,569		118,578		73,787
WEST 15- 3-84		23.3		0.00000	%		52.81250	%		0		153,749		135,378		0		71,496		404,895		368,116		22,087		346,029		187,933
WEST 15- 5-85		15.2		0.00000	%		52.81250	%		0		124,823		109,908		0		58,045		328,719		298,860		17,932		280,928		187,930
WEST 15-6-53		0.0		0.00000	%		52.81250	%		0		0		0		0		0		0		0		0		0		0
WEST 15-6-86		17.8		0.00000	%		52.81250	%		0		100,978		88,913		0		46,957		265,926		241,770		14,506		227,264		135,917
WEST 15- 8-55		10.4		0.00000	%		52.81250	%		0		60,716		53,461		0		28,234		159,895		145,370		8,722		136,648		99,296
WEST 15-9-87		17.8		0.00000	%		52.81250	%		0		89,643		78,932		0		41,686		236,073		214,629		12,878		201,751		118,460
WEST 15-10-88		14.8		0.00000	%		52.81250	%		0		79,009		69,568		0		36,741		208,069		189,168		11,350		177,818		114,003
WEST 15-11-89		22.7		0.00000	%		52.81250	%		0		101,308		89,204		0		47,111		266,794		242,560		14,554		228,006		116,493
WEST 15-13-58		18.2		0.00000	%		52.81250	%		0		103,315		90,971		0		48,044		272,079		247,365		14,842		232,523		136,973
WEST 15-14-90A		18.2		0.00000	%		52.81250	%		0		105,482		92,878		0		49,051		277,785		252,552		15,153		237,399		141,414
WEST 15-16-91		14.8		0.00000	%		52.81250	%		0		102,041		89,849		0		47,451		268,725		244,315		14,659		229,656		152,075
WEST 17-12-20		7.6		0.00000	%		52.81250	%		0		18,228		16,050		0		8,476		48,003		43,643		2,619		41,024		29,964
WEST 17-13-21		23.0		0.00000	%		52.81250	%		0		137,534		121,101		0		63,957		362,195		329,295		19,758		309,537		166,181
WEST 19-1-19		21.5		0.00000	%		52.81250	%		0		106,331		93,626		0		49,446		280,022		254,586		15,275		239,311		128,204
WEST 19-2-10		0.0		0.00000	%		52.81250	%		0		0		0		0		0		0		0		0		0		0
WEST 19-3-7		0.0		0.00000	%		52.81250	%		0		0		0		0		0		0		0		0		0		0
WEST 19- 6-18		17.7		0.00000	%		52.81250	%		0		138,380		121,846		0		64,350		364,422		331,319		19,879		311,440		196,092
WEST 19- 7-1		14.2		0.00000	%		52.81250	%		0		47,302		41,651		0		21,997		124,570		113,255		6,795		106,460		64,616
WEST 19-8-12		21.8		0.00000	%		52.81250	%		0		161,860		142,520		0		75,269		426,257		387,537		23,252		364,285		208,569
WEST 19-11-13		42.9		0 00000	%		52.81250	%		0		311,747		274,498		0		144,969		820,982		746,408		44,784		701,623		275,813
WEST 19-12-11		29.8		0.00000	%		52.81250	%		0		303,575		267,303		0		141,169		799,462		726,842		43,610		683,231		355,353
WEST 21-8-71		0.0		0.00000	%		52.81250	%		0		0		0		0		0		0		0		0		0		0
WEST 23- 3-93		19.1		0.00000	%		53.40400	%		0		166,744		146,820		0		78,408		444,036		403,701		24,222		379,479		233,770
WEST 23- 5-94		6.9		0.00000	%		53.40400	%		0		33,581		29,568		0		15,791		89,425		81,302		4,878		76,424		60,312
WEST 23- 6-95		10.3		0.00000	%		55.13947	%		0		39,433		34,721		0		19,145		108,421		98,573		5,914		92,659		64,910
WEST 23- 7-96		9.1		0.00000	%		53.40400	%		0		40,770		35,899		0		19,171		108,570		98,708		5,922		92,786		68,047
WEST 23- 8-92		17.7		0.00000	%		41.72187	%		0		118,327		104,189		0		43,470		246,175		223,813		13,429		210,384		128,790
WEST 27-1-59		27.3		0.00000	%		52.81250	%		0		125,129		110,178		0		58,188		329,527		299,594		17,976		281,618		130,434
WEST 27- 2-60		15.1		0.00000	%		52.81250	%		0		65,512		57,684		0		30,464		172,524		156,853		9,411		147,442		90,916
WEST 27- 2-97		28.3		0.00000	%		53.40400	%		0		221,397		194,944		0		104,108		589,577		536,022		32,161		503,861		254,588
WEST 27- 4-62		20.2		0.00000	%		52.81250	%		0		82,289		72,457		0		38,266		216,707		197,022		11,821		185,201		98,620
WEST 27- 4-98		16.3		0.00000	%		53.40400	%		0		97,234		85,616		0		45,723		258,933		235,413		14,125		221,288		137,545
WEST 27- 5-65		16.9		0.00000	%		52.81250	%		0		57,209		50,373		0		26,603		150,659		136,974		8,218		128,755		72,192
WEST 27- 5-99		18.8		0.00000	%		53.40400	%		0		118,850		104,650		0		55,887		316,497		287,747		17,265		270,483		159,778
WEST 27- 7-100		30.4		0.00000	%		53.40400	%		0		265,964		234,185		0		125,064		708,257		643,922		38,635		605,286		300,160
WEST 27-8-101		18.2		0.00000	%		53.40400	%		0		191,493		168,613		0		90,046		509,943		463,622		27,817		435,805		280,161
WEST 27-11-102		19.1		0.00000	%		53.87200	%		0		130,921		115,278		0		62,102		351,695		319,749		19,185		300,564		178,827
WEST 27-13-103		16.3		0.00000	%		53.40400	%		0		86,782		76,413		0		40,807		231,098		210,106		12,606		197,500		120,716
WEST 27-14-104		21.2		0 00000	%		53.40400	%		0		157,495		138,677		0		74,059		419,406		381,309		22,879		358,430		206,369
WEST 3- 2-44		11.5		0.00000	%		53.17812	%		0		44,146		38,871		0		20,671		117,063		106,429		6,386		100,043		67,257
WEST 3- 3-22		17.4		0.00000	%		52.81250	%		0		78,540		69,156		0		36,523		206,834		188,046		11,283		176,764		103,015
WEST 3- 4-45		0.0		0.00000	%		52.81250	%		0		0		0		0		0		0		0		0		0		0
WEST 3- 8-48		21.9		0.00000	%		52.81250	%		0		115,262		101,490		0		53,599		303,540		275,968		16,558		259,410		139,232
WEST 31- 5-82		12.6		0.00000	%		53.87200	%		0		50,872		44,794		0		24,131		136,660		124,246		7,455		116,791		76,018
WEST 3-10-49		11.2		0.00000	%		53.17812	%		0		47,236		41,592		0		22,118		125,257		113,879		6,833		107,046		73,555
WEST 3-12-67		33.0		0.00000	%		52.81250	%		0		258,706		227,795		0		120,304		681,299		619,412		37,165		582,248		272,597
WEST 3-13-50		29.0		0.00000	%		54.84375	%		0		159,436		140,386		0		76,993		436,022		396,416		23,785		372,631		175,344
WEST 33-2-112		9.8		0.00000	%		52.81250	%		0		43,515		38,316		0		20,235		114,597		104,187		6,251		97,936		70,621
WEST 33- 3-120		17.7		0.00000	%		52.81250	%		0		77,008		67,806		0		35,810		202,799		184,377		11,063		173,315		99,719
WEST 33-6-114		16.2		0.00000	%		52.81250	%		0		81,856		72,076		0		38,065		215,567		195,986		11,759		184,227		112,891
WEST 33-8-115		21.8		0.00000	%		52.81250	%		0		138,217		121,702		0		64,274		363,992		330,929		19,856		311,073		173,445
WEST 33-10-116		19.7		0.00000	%		52.81250	%		0		126,698		111,559		0		58,917		333,657		303,349		18,201		285,148		166,800
WEST 33-16-119		24.0		0.00000	%		54.84375	%		0		141,441		124,540		0		68,303		386,808		351,672		21,100		330,572		174,676
WEST 35- 2-105		16.3		0.00000	%		53.40400	%		0		106,395		93,683		0		50,030		283,329		257,592		15,456		242,137		152,813
WEST 35-4-106		21.8		0.00000	%		38.92440	%		0		135,257		119,095		0		46,357		262,527		238,680		14,321		224,360		124,588
WEST 35-6-107		15.7		0.00000	%		53.40400	%		0		79,940		70,388		0		37,590		212,879		193,542		11,613		181,930		112,365
WEST 35-8-108		14.3		0.00000	%		53.40400	%		0		74,089		65,237		0		34,839		197,298		179,376		10,763		168,614		108,055
WEST 35- 9-109		16.8		0.00000	%		53.40400	%		0		98,012		86,301		0		46,088		261,005		237,296		14,238		223,058		136,515
WEST 35-10-110		13.5		0.00000	%		53.40400	%		0		59,674		52,544		0		28,060		158,910		144,476		8,669		135,807		87,150
WEST 35-14-111		41.7		0.00000	%		53.40400	%		0		208,397		183,496		0		97,994		554,956		504,546		30,273		474,274		169,123
WEST 7- 2-74		12.3		0.00000	%		52.81250	%		0		52,340		46,086		0		24,339		137,836		125,315		7,519		117,796		78,176
WEST 7- 3-75		26.3		0.00000	%		52.81250	%		0		127,204		112,005		0		59,153		334,991		304,562		18,274		286,288		137,360
WEST 7- 6-76		13.4		0.00000	%		52.81250	%		0		75,146		66,167		0		34,944		197,895		179,919		10,795		169,124		112,873
WEST 7- 8-77		11.1		0.00000	%		52.81250	%		0		46,092		40,585		0		21,434		121,383		110,357		6,621		103,736		71,310
WEST 7-11-78		13.9		0.00000	%		52.81250	%		0		54,791		48,244		0		25,479		144,292		131,185		7,871		123,314		77,404
WEST 7-12-79		11.8		0.00000	%		52.81250	%		0		55,614		48,969		0		25,862		146,458		133,155		7,989		125,165		85,624
WEST 7-13-80		9.9		0.00000	%		52.81250	%		0		40,953		36,060		0		19,044		107,850		98,053		5,883		92,170		65,545
WEST 7-15-81		9.6		0.00000	%		52.81250	%		0		41,716		36,732		0		19,399		109,859		99,879		5,993		93,887		67,840
WEYERHAEUSER 5-15- 2		13.1		0.00000	%		55.25000	%		0		107,874		94,985		0		52,479		297,197		270,201		16,212		253,989		179,170
WEYERHAEUSER 5-16- 1		18.7		0.00000	%		55.25000	%		0		111,052		97,783		0		54,025		305,952		278,161		16,690		261,471		155,820
TOTAL ALL PROPERTIES										0		42,128,328		37,094,621		0		19,800,354		113,139,539		102,862,406		6,171,745		96,690,633		57,370,340

PAGE 6 of 6