texpac8k_1207-04

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



FORM 8-K
CURRENT REPORT


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


Date of Report (Date of earliest event reported): December 7, 2004


TEXAS PACIFIC LAND TRUST
(Exact Name of Registrant as Specified in its Charter)

        Not Applicable   1-737   75-0279735  
        (State or Other  (Commission File Number)  (I.R.S. Employee 
Jurisdiction of Incorporation)     Identification Number) 



1700 Pacific Avenue, Suite 1670, Dallas, Texas 75201
(Address of Principal Executive Offices, including Zip Code)



Registrant’s Telephone Number, including Area Code:    214-969-5530


Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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


Item 1.01. Entry into a Material Definitive Agreement.

        Texas Pacific Land Trust hereby incorporates by reference the contents of the press release, dated December 7, 2004, announcing and describing the material terms of an Option Agreement that it entered into with Vaquero GP, LLC on December 7, 2004. Such press release is filed as Exhibit 99.1 to this report and contains all of the information required to be disclosed hereunder.

Item 9.01.    Financial Statements and Exhibits.

    (c)       Exhibits.


    99.1        Press release dated December 7, 2004.


SIGNATURE

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

                                                        TEXAS PACIFIC LAND TRUST


Date: December 7, 2004 By:/s/ Roy Thomas                                                                    
       Roy Thomas,
       General Agent and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number
Description

99.1 Press release dated December 7, 2004.