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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
                                             November 30, 2006

via facsimile and U.S. mail

Mr. Mike J. Ulrich
JPMorgan Chase Bank N.A., Trustee
Institutional Trust Services
221 West Sixth Street, 1st Floor
Austin, Texas 78701


      Re:	MV Oil Trust
		Registration Statement on Form S-1/A-2
      Filed November 9, 2006
		File Nos. 333-136609

Dear Mr. Ulrich:

      We have reviewed your response letter and the amended
filing,
and we have the following comments.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.







Form S-1

General

1. Please update your historical and pro forma financial
statements to
comply with the guidance in Rule 3-12 and Rule 11-02(c) of
Regulation
S-X.

2. Expand the text accompanying the map to explain succinctly why
you
are identifying certain areas and refineries.  If appropriate,
include
section and page references to the more detailed related
disclosure
that appears in the prospectus.

Risk Factors, page 20

The trust has not requested a ruling from the IRS regarding the
tax
treatment..., page 27

3. Risk factors should describe the risks presented plainly and
succinctly, without any language that mitigates the risk.  Refer
to
comment 11 from our letter dated September 13, 2006.  We note, for
example, that you begin this risk factor stating that "the trust
has
received an opinion of tax counsel."  You also state that
"although
trust unitholders would recoup their basis in the net profits
interest
on a schedule that is in proportion to expected production from
the
net profits interest..." and that "[n]either MV Partners nor the
trust
can assure...."  Please revise.

4. We reissue prior comment 7 in part.  Please revise to discuss
the
lack of precedent for the tax treatment you anticipate for the
units.

Unaudited Pro Forma Financial Information - MV Partners, LLC, page
MVF-24

Unaudited Pro Forma Statements of Earnings, page MVF-26

5. We note your response to comment 12 in our letter dated October
5,
2006 in which you explain that generally you do not adjust your
pro
forma financial statements for gains and losses directly
attributable
to the transaction.  This is typically the case when the entire
gain
or loss will be recognized in a single period; and therefore, will
not
have a continuing impact on the financial statements.  However,
under
your circumstances the gain will be deferred and will be
recognized
over an extended period of time and will have a continuing impact
on
your operations.  Please revise your pro forma statements of
earnings
to include an adjustment to reflect the portion of the gain that
would
have been recognized had the conveyance of the net profits
interest
and the initial public offering transactions occurred as of
January 1,
2005.

* * * * *

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Marc Wojciechowski at (202) 551-3759 or
Jennifer
Gallagher at (202) 551-3706 if you have questions regarding
comments
on the financial statements and related matters.  Direct your
questions relating to any engineering issues to Ronald Winfrey,
Petroleum Engineer, at (202) 551- 3704.  Please contact Carmen
Moncada-Terry at (202) 551-3687 or, in her absence, Timothy
Levenberg,
Special Counsel, at (202) 551-3707 with any other questions.

      					Sincerely,



      					H. Roger Schwall
      Assistant Director

cc: 	M. Ulrich
      M. Wojciechowski
	J. Gallagher
      R. Winfrey
      T. Levenberg
      C. Moncada-Terry
Mr. Mike J. Ulrich
MV Oil Trust
November 30, 2006
Page 4