NORTH EUROPEAN OIL ROYALTY TRUST
P.O. BOX 456
RED BANK, NJ 07701
May 23, 2007
Ms. Jill S. Davis
Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 7010
100 F Street, NE
Washington, D.C. 20549-7010
Dear Ms. Davis:
North European Oil Royalty Trust (the "Trust") has received your
letter dated May 22, 2007 (the "Comment Letter") setting forth the comments
of the staff (the "Staff") of the Securities and Exchange Commission (the
"Commission") relating to the Trust's Form 10-K for the fiscal year ended
October 31, 2006 (the "Form 10-K").
The Trust acknowledges that the Trust is responsible for the
adequacy and accuracy of the disclosure in the Form 10-K and in its other
filings under the Securities Exchange Act of 1934, as amended. The Trust
acknowledges that comments of the Staff regarding the Form 10-K, or changes
to disclosure in response to the Staff's comments, do not foreclose the
Commission from taking any action with respect to such filing. The Trust
also acknowledges that the Staff's comments may not be asserted by the Trust
as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.
For your convenience, we have reproduced the comment from the
Comment Letter immediately before the Trust's response.
FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 2006
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Disclosure Controls and Procedures, page 38
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1. Comment
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We note your disclosure that your "Managing Director concluded that
the Trust's disclosure controls and procedures were effective, in all
material respects, with respect to recording, processing, summarizing and
reporting, within the time periods specified in the Securities and Exchange
Commission's rules and forms, of information required to be disclosed by the
Trust's management in the reports that are filed or submitted under the
Exchange Act." Under Rules 13a-15(e) and 15d-15(e), the definition of
disclosure controls and procedures also includes controls and procedures to
ensure that information required to be disclosed by an issuer in the reports
its submits under the Act are accumulated and communicated to the issuer's
management. Please modify your disclosed definition of "disclosure controls
-2-
and procedures" or make reference to the definition of such controls and
procedures in Rules 13a-15(e) and 15d-15(e), if appropriate, to address this
requirement in future filings. In addition, please confirm that, as of the
end of your fiscal year ended October 31, 2006 and your fiscal quarter ended
January 31, 2007, your disclosure controls and procedures were effective in
accordance with the applicable Exchange Act Rule or otherwise advise.
Response
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In future filings, the Trust confirms that it will modify its
disclosed definition of "disclosure controls and procedures" or make
reference to the definition of such controls and procedures in Rules 13a-15(e)
and 15d-15(c), if appropriate, to address this requirement. In particular,
the Trust plans to include the following language in the Form 10-Q for the
fiscal quarter ended April 30, 2007 with respect to disclosure controls and
procedures:
The Trust maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed by the
Trust is recorded, processed, summarized, accumulated and
communicated to its management, which consists of the Managing
Director, to allow timely decisions regarding required disclosure,
and reported within the time periods specified in the Securities
and Exchange Commission's rules and forms. The Managing Director
has performed an evaluation of the effectiveness of the design and
operation of the Trust's disclosure controls and procedures as of
April 30, 2007. Based on that evaluation, the Managing Director
concluded that the Trust's disclosure controls and procedures were
effective as of April 30, 2007"
In addition, the Trust confirms that, as of the end of the Trust's
fiscal year ended October 31, 2006 and the Trust's fiscal quarter ended
January 31, 2007, the Trust's disclosure controls and procedures were
effective in accordance with the applicable Exchange Act rules.
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We believe that we have fully responded to your comments. However,
if you have any questions about any of our responses to your comments or
require further explanation, please do not hesitate to call me at
(732) 741-4008.
Sincerely,
NORTH EUROPEAN OIL ROYALTY TRUST
By: /s/ John R. Van Kirk
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John R. Van Kirk
Managing Director