SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934

For the period July 24, 2004 to July 28, 2004

PENGROWTH ENERGY TRUST

Petro-Canada Centre – East Tower
2900, 111 – 5th Avenue S.W.
Calgary, Alberta T2P 3Y6 Canada

     [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.]

     [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Security Exchange Act of 1934.

     [If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):                               ]

Table of Contents

DOCUMENTS FURNISHED HEREUNDER:

SIGNATURES

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

NEWS RELEASE

PENGROWTH ENERGY TRUST ANNOUNCES SECOND QUARTER RESULTS

(Calgary, July 28, 2004) /CNW/ – Pengrowth Corporation (“Pengrowth”), administrator of Pengrowth Energy Trust, announced the unaudited results for the three months ended and six months ended June 30, 2004.

Summary of Financial and Operating Results

* See Note 3 to the Financial Statements
** Restated for a retroactive change in accounting policies – see Note 2 to the financial statements.
*** Second quarter production includes one month’s production from the Murphy Assets acquired May 31, 2004

Note Regarding Forward-Looking Statements

This discussion and analysis contains forward-looking statements. These statements relate to future events or our future performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, or the negative of these terms or other comparable terminology. These statements are only predictions. A number of factors, including the business risks discussed below, may cause actual results to vary materially from these estimates. Actual events or results may differ materially. In addition, this discussion contains forward-looking statements attributed to third party industry sources. Readers should not place undue reliance on these forward-looking statements.

When converting natural gas to equivalent barrels of oil within this discussion, Pengrowth uses the international standard of 6 thousand cubic feet (mcf) to one barrel of oil equivalent (boe). Production volumes and revenues are reported on a gross basis (before crown and freehold royalties) in accordance with Canadian practice. All amounts are stated in Canadian dollars unless otherwise specified.

Overview

During the second quarter, Pengrowth successfully completed an acquisition of oil and gas properties in Alberta and Saskatchewan (the “Murphy Assets”) from a subsidiary of Murphy Oil Corporation (“Murphy”) for $550.5 million. This acquisition added estimated proved plus probable reserves of 48.7 million boe, an increase of approximately 27% to Pengrowth’s reserve base. The acquisition which closed on May 31, 2004 was pre-funded in part by $190 million net proceeds from an equity issue completed on March 23, 2004.

Continued strength in commodity prices, and one month’s production from the Murphy Assets had a favourable impact on 2004 second quarter results. A full three months of contribution from the Murphy Assets will be reflected in the third quarter which is expected to result in higher distributable cash over the remainder of 2004.

Subsequent to quarter end 2004, Pengrowth announced that the reclassification of Pengrowth Energy Trust units as Class A and Class B trust units would be implemented effective July 27, 2004. On July 27, 2004, generally, each Canadian unitholder will have the trust units held by them reclassified as Class B trust units. Each unitholder who is not a Canadian unitholder will have the trust units held by them reclassified as Class B trust units and then immediately converted into Class A trust units. The Class B trust units will trade solely on the Toronto Stock Exchange. The Class A trust units will trade on the Toronto Stock Exchange and the New York Stock Exchange. See Note 14 to the June 30, 2004 Consolidated Financial Statements for further details.

The directors of Pengrowth resolved to proceed with the Class A and Class B trust unit reclassification based upon a combination of communications from the Department of Finance, opinions from tax counsel and an advance tax ruling from Canada Revenue Agency in respect to the implementation of the Class A and Class B trust unit reclassification.

Distributable Cash

Distributable cash increased by 24% to $89.1 million for the second quarter of 2004, from $71.8 million in the second quarter of 2003. For the six months ended June 30, 2004, Pengrowth recorded $172.7 million in distributable cash, compared to $169.0 million in the first six months of 2003. Actual cash distributions paid or declared in respect of the results for the second quarter 2004 were $0.64 per unit and $1.27 per unit on a year to date basis. An additional $19.2 million earned in the first half of 2004 was withheld to repay indebtedness or fund capital expenditures. A balance of $3.0 million earned in the first half of 2004 will be distributed to unitholders in future months.

Net Income

Net income for the second quarter of 2004 was $32.7 million compared to $54.2 million for the previous year. For the first six months of 2004 Pengrowth recorded net income of $71.3 million, compared to $117.1 million

for the previous year. The decrease in net income in the second quarter of 2004 compared to the same periods last year, is due mainly to the unrealized foreign exchange gain that was recorded in 2003, as a result of the impact of the change in the U.S.$/Cdn$ exchange rate on Pengrowth’s U.S. dollar denominated debt. Hedging losses and an increase in depletion and depreciation in 2004 also contributed to lower reported net income for the three months and six months ended June 30, 2004, compared to the same periods last year.

Production

Second quarter 2004 production of 51,451 boepd was 5% higher than the second quarter of 2003, due to additional production in June 2004 from the Murphy Assets and the impact of development activities, which helped offset production declines over the past year. On a year to date basis, production for the six months ended June 30, 2004 was 2% lower than the same period last year. Second quarter 2004 production was negatively impacted by a forest fire at Judy Creek, which resulted in approximately 13,000 boepd of Judy Creek and Swan Hills production being shut in for 3 days. Plant turnarounds during the second quarter also reduced production volumes from Judy Creek and Quirk Creek. The decline in production due to these factors more than offset the positive impact on second quarter production of an additional condensate shipment (approximately 124,000 barrels) from Sable Offshore Energy Project (“SOEP”).

Light oil production volumes decreased 11% in the second quarter, and 12% for the six month period ended June 30, compared to the same periods last year. Production from the Murphy Assets and continued development activities over the past year have helped offset natural production declines.

Heavy oil production comes from the newly acquired Murphy Assets, including working interests in Tangleflags and Bodo, both in Saskatchewan.

Natural gas production increased 14% in the second quarter of 2004 compared to the second quarter of 2003 and increased by 6% on a year to date basis. Additional gas volumes from the Murphy Assets, as well as incremental volumes from development activities mitigated the impact of natural production declines.

Natural gas liquids (NGL) production increased by 11 % in the second quarter of 2004 over the second quarter of 2003 but on a year to date basis NGL production decreased by 7% compared to last year. The fluctuation in NGL sales from quarter to quarter is due mainly to the timing of condensate sales from SOEP. Two condensate shipments were made in the second quarter of 2004, totaling approximately 124,000 barrels, compared to 47,000 barrels in the same period last year. At this time, Pengrowth anticipates only one additional 2004 condensate shipment from SOEP during the fourth quarter of 2004.

Prices

Pengrowth’s average commodity price realized for the second quarter of 2004 was 9% higher than the second quarter of 2003, and on a year to date basis, the average price realized for the first half of 2004 was 2% lower than the prior year.

Pengrowth’s average realized light oil price increased 5% in the second quarter of 2004 compared to the second quarter of 2003. For the first six months of 2004, Pengrowth’s average crude oil price was 3% lower than the same period last year. Although the West Texas Intermediate (WTI) benchmark price increased 17% in the first half of 2004 compared to the same period last year, the decrease in the value of the U.S. dollar relative to the Canadian dollar and the impact of increased hedging losses in 2004 more than offset this increase in WTI.

Pengrowth’s average natural gas price for the second quarter of 2004 increased by 11% over prices realized in the second quarter of 2003. For the first six months of 2004 prices decreased by 2% to $6.93 per mcf compared to $7.05 per mcf over the same period last year. By comparison, the AECO and Nymex average prices decreased by 10% and 3% respectively in the first six months of 2004 as compared to the same period last year. A reduction of hedging losses in 2004 as compared to 2003 accounts for the lower year over year decline in Pengrowth’s average realized natural gas price, relative to the AECO and Nymex indices.

Price Risk Management Program

Pengrowth uses forward and futures contracts to manage its exposure to commodity price fluctuations, and to provide a measure of stability to monthly cash distributions.

In the second quarter of 2004, Pengrowth realized a net hedging loss of $2.8 million ($0.23 per mcf) related to natural gas financial swap contracts, compared to a net hedging loss of $3.5 million ($0.32 per mcf) for the same period last year. On a year to date basis, Pengrowth has realized a net hedging loss on natural gas of $7.5 million ($0.33 per mcf) in the first six months of 2004, compared to a net hedging loss of $15.0 million ($0.69 per mcf) for the same period last year.

With the continued strength in crude prices in the second quarter, Pengrowth realized a net hedging loss of $12.8 million ($6.72 per bbl) on light crude oil price swap transactions, compared to a gain of $1.1 million ($0.52 per bbl) in the second quarter of 2003. On a year to date basis, Pengrowth has realized a net hedging loss on light crude oil swaps of $19.9 million ($5.15 per bbl) in the first six months of 2004, compared to an $8.0 million ($1.83 per bbl) net loss in the first half of 2003.

In conjunction with the Murphy acquisition on May 31, 2004, Pengrowth assumed a fixed price natural gas sales contract associated with certain reserves of the Murphy Assets. Under the contract, Pengrowth is obligated to sell 3,886 mcf per day, until April 30, 2009 at an average contract price of Cdn $2.27 per mcf. As required by generally accepted accounting principles, the fair value of the contract was recognized as a liability ($21.8 million) based on the mark to market value at May 31, 2004. This liability will be drawn down and recognized in income as the contract is settled. As this is a non-cash component of income, it will not be included in the calculation of distributable cash.

Pengrowth currently has 10,500 barrels per day of crude oil hedged for the remainder of 2004 at an average price of Cdn $38.78 per barrel. Western gas production of 3,317 mcf per day is hedged at an average price of Cdn $7.58 per mcf, and 19,500 mmbtu of Eastern gas is hedged at an average price of Cdn $7.51 per mmbtu for the remainder of 2004. Further details of Pengrowth’s commodity hedges are provided in Note 12 to the financial statements.

At June 30, 2004, the mark-to-market value of Pengrowth’s commodity hedges was negative $26.7 million consisting of a loss of $8.1 million on natural gas contracts and $18.6 million for crude oil.

Royalties

Royalties, including crown and freehold royalties, were 16.0% of oil and gas sales in the three months ended June 30, 2004, compared to 18.8% in 2003. For the six month period, royalties were 15.4% and 17.9% in 2004 and 2003, respectively. The average royalty rate has decreased year over year at some of Pengrowth’s crude oil properties including Rigel, Squirrel and Nipisi, due to lower production volumes. Low productivity wells generally attract significantly lower crown royalty rates, and as production declines at some of these major oil producing properties, there are more wells producing at these lower rates. Royalties were also lower

at Weyburn in 2004 due to expansion of the CO₂ miscible flood program, which enjoys lower initial royalty rates for qualifying wells.

Operating Costs

Operating costs were $38.8 million (or $8.29 per boe) for the second quarter of 2004, compared to $34.7 million (or $7.80 per boe) for the second quarter of 2003. For the six months ended June 30, 2004, operating costs were $70.0 million ($7.92 per boe), compared to $74.1 million ($8.22 per boe) for the first half of 2003. Second quarter operating costs reflect the addition of the Murphy Assets for one month. Excluding the impact of the Murphy Assets second quarter operating expenses were higher than first quarter 2004 by approximately $4.8 million due to a number of factors including annual plant turnaround costs at Judy Creek and Quirk Creek, property tax and power adjustments, well workover costs at Judy Creek, and compressor related costs at SOEP. On a year to date basis, operating costs are lower than the prior year due mainly to the purchase of the Sable facilities in May and December of 2003 which reduced operating costs on a year over year basis by approximately $11.5 million, offset in part by additional costs from the Murphy Assets, and some incremental second quarter 2004 costs as discussed above.

Injectants for miscible floods

During the second quarter of 2004, Pengrowth purchased $1.9 million of injectants and amortized a related $4.8 million against second quarter income and distributable cash, compared to $5.3 million and $9.0 million respectively in the second quarter of 2003. On a year to date basis, Pengrowth has purchased $9.2 million of injectants and amortized $10.0 million, compared to $14.8 million and $18.9 million in the same period last year. The decline in injectant costs year over year is due mainly to reduced injectant volumes at Judy Creek and an increase in the use of proprietary injectants. The majority of ethane and natural gas volumes injected at Judy Creek are proprietary volumes from Judy Creek and Swan Hills, which are re-injected. No cost is recorded in the financial statements for these re-injected volumes.

At June 30, 2004, the balance of unamortized injectant costs was $23.5 million.

General and administrative

General and administrative expenses (G&A) were $5.0 million in the second quarter of 2004 compared to $4.3 million for the second quarter of 2003. For the six months ended June 30, 2004, G&A expenses were $10.8 million compared to $8.0 million for the same period last year. On a per boe basis, year to date G&A is $1.23 per boe, compared to $0.89 per boe for the first half of 2003. Included in 2004 second quarter G&A is $0.3 million of non-cash compensation costs related to trust unit rights ($1.4 million year to date) compared to $0.1 million for the first six months of 2003. Excluding the non-cash component of G&A, 2004 year to date G&A has increased over 2003 levels by $1.5 million due to a number of factors including increased financial reporting and regulatory costs and the addition of personnel and additional office space required to manage the Murphy Assets.

Management Fees

Management fees were $5.6 million for the second quarter of 2004 compared to $2.3 million for the second quarter of 2003. For the six month period, management fees were $8.4 million in 2004 compared to $6.1 million in 2003.

Management fees recorded in the second quarter of 2004 include an accrual for estimated performance fees of $3.0 million. Under the current management agreement, which came into effect July 1, 2003, the manager will earn a performance fee if Pengrowth trust unit total returns exceed 8% per annum on a three year rolling average basis. The maximum fees, including the performance fee, is limited to 80% of the fees that would otherwise have been paid under the old management agreement (including acquisition fees) for the first three years, and 60% thereafter. Although the total fees payable to the manager are less under the current management agreement, which came into effect on July 1, 2003, the new fee structure includes a performance fee component. Under the management agreement that was in effect in the second quarter of 2003, the manager earned an acquisition fee, but this was capitalized as part of the cost of the properties acquired.

Interest

Interest expense increased to $7.8 million in the second quarter of 2004 compared to $6.3 million for the second quarter of 2003. Included in 2004 second quarter interest is $2.3 million of bank fees incurred to establish the bridge facility used to finance the Murphy acquisition. Second quarter 2003 interest expense included $1.9 million associated with terminating interest rate swaps on long-term debt. For the first six months of 2004, interest expense was $11.9 million compared to $10.0 million for the first half of 2003. Interest expense also includes on a year to date basis $0.9 million of fees related to the amortization of U.S. dollar debt issue costs and imputed interest on the note payable to Emera Offshore Incorporated.

Depletion and Depreciation

Depletion and depreciation increased to $58.1 million in the second quarter of 2004 compared to $44.8 million in the second quarter of 2003. For the six month period, depletion and depreciation was $108.6 million compared to $89.2 million in the first half of 2003. On a per boe basis, depletion and depreciation has increased to $12.29 per boe in the first half of 2004 compared to $9.89 per boe in the first half of 2003. The increase is attributable to the purchase of properties over the past year, including the Murphy Assets in May 2004, and the SOEP facilities in 2003, which had no associated reserve additions. With the sustained strength in commodity prices in recent years, the cost of acquiring oil and gas properties has increased resulting in higher depletion per boe.

LIQUIDITY AND CAPITAL RESOURCES

Pengrowth’s long term debt at June 30, 2004 was $371.8 million, compared to $259.3 million at December 31, 2003, and $334.3 million at June 30, 2003. During the second quarter, Pengrowth issued $325 million of new debt to fund the Murphy acquisition. Of this amount, $220 million is an acquisition facility with a one year term ending May 31, 2005 and the remaining $105 million was provided for from a $275 million revolving credit facility with a renewal date of May 30, 2005. Approximately $170 million of the credit facility remains unutilized at June 30, 2004. Pengrowth also maintains a $35 million demand operating line of credit. The remainder of Pengrowth’s debt outstanding at the end of the second quarter 2004 is U.S. dollar denominated fixed rate term debt, details of which are provided in Note 4 to the financial statements. Due to the decrease in the value of the Canadian dollar relative to the U.S. dollar at the balance sheet dates, an unrealized loss of $4.5 million has been recorded for the quarter ended June 30, 2004. A total unrealized gain of $23.5 million has been recorded since the debt issuance in April 2003.

Acquisition

On May 31, 2004, Pengrowth acquired all of the issued and outstanding shares of Murphy which had interests in oil and natural gas assets in Alberta and Saskatchewan for a purchase price of $550.5 million. Pengrowth’s independent engineering evaluator, Gilbert Laustsen Jung Associates Ltd. (“GLJ”) prepared an evaluation with an effective date of April 1, 2004. The reserves that are booked based on this report include total proved reserves of 39.6 million boe and proved plus probable reserves of 48.7 million boe.

As required by Canadian generally accepted accounting principles (GAAP), Pengrowth recorded a future tax liability upon acquisition of the Murphy Assets. The tax liability arises due to the deficiency in tax pools of the Murphy Assets acquired, less certain excess tax pools (compared to book value) from past acquisitions. The future tax liability represents the income taxes that would arise, based on the enacted income tax rates, if the operating company’s assets and liabilities were disposed of or settled at book value. Because of the tax effective structure of the Trust, Pengrowth does not expect to pay cash income taxes in the operating companies in the foreseeable future.

In accordance with GAAP, Pengrowth was also required to record goodwill of $170.5 million upon acquisition of the Murphy Assets. The goodwill value was determined based on the excess of total consideration paid less the net value assigned to other identifiable assets and liabilities, including the future income tax liability. Details of the Murphy acquisition are provided in Note 5 of the financial statements.

Capital Spending

Capital expenditures for the six months ending June 30, 2004 totaled $63.6 million including $19.9 million at Judy Creek, $5.1 million at Monogram, $2.0 million at Weyburn, $2.9 million at McLeod and the balance at SOEP and other projects.

Pengrowth plans to spend a total of approximately $98 million on development activities in the second half of 2004, including approximately $18 million on the newly acquired Murphy Assets. Over 54% of capital expenditures undertaken in the first half of 2004 have been funded through the combination of the 10% holdback from distributable cash and cash generated through the Distribution Reinvestment Plan (“DRIP”) and the exercise of trust unit rights.

OPERATIONS REVIEW

REVIEW OF DEVELOPMENT ACTIVITIES (All volumes stated below are net to Pengrowth unless otherwise stated)

OPERATED PROPERTIES:

Judy Creek ‘A’ Pool (100% working interest)

McLeod (varied working interest)

Aitken Creek (100% working interest)

Squirrel (100% working interest)

Sounding Lake (38% working interest)

NON-OPERATED PROPERTIES:

Sable Offshore Energy Project (SOEP) (8.4 % working interest)

Production

Tier II Status

Monogram Gas Unit (53.8% working interest)

Dunvegan Gas Unit (7.975% working interest)

Swan Hills Unit (10.45% working interest)

Weyburn Unit (9.75% working interest)

2004 Tax Estimate Update

Pengrowth forecasts that in the current commodity price environment, approximately 65% to 70% of distributions paid in 2004 will be taxable to Canadian unitholders, with the remainder of distributions treated as return of capital and thus tax deferred. The increase in taxability estimate compared to the first quarter estimate relates mainly to higher distributable cash expected as a result of the acquisition of the Murphy Assets, without a corresponding increase in tax pools at the Trust level.

Conference Call and Webcast

Pengrowth will be conducting a conference call and webcast for analysts, brokers, investors and media representatives regarding its second quarter results at 9:00 A.M. Mountain Daylight Time (11:00 A.M. Eastern Daylight Time) on Wednesday, July 28, 2004.

Callers may dial (800) 814-4860 or Toronto local (416) 640-4127 a few minutes prior to start and request the Pengrowth conference call. The call will also be available for replay by dialing (877) 289-8525 or Toronto local (416) 640-1917 and entering passcode number 21055715 followed by the pound key.

Interested users of the internet are invited to go to:
http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=844140 or www.pengrowth.com for replay.

PENGROWTH CORPORATION
James S. Kinnear, President

For further information about Pengrowth, please visit our website www.pengrowth.com or contact:

Investor Relations, Calgary E-mail: investorrelations@pengrowth.com
Telephone: (403) 233-0224 Toll Free: 1-800-223-4122 Facsimile: (403) 294-0051

Investor Relations, Toronto E-mail: sallye@pengrowth.com
Telephone: (416) 362-1748 Toll Free: 1-888-744-1111 Facsimile: (416) 362-8191

PENGROWTH ENERGY TRUST

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004

PENGROWTH ENERGY TRUST
CONSOLIDATED BALANCE SHEETS

See accompanying notes to the consolidated financial statements.

PENGROWTH ENERGY TRUST
CONSOLIDATED STATEMENTS OF INCOME AND ACCUMULATED EARNINGS

See accompanying notes to the consolidated financial statements.

PENGROWTH ENERGY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOW

See accompanying notes to the consolidated financial statements.

PENGROWTH ENERGY TRUST
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(Tabular amounts are stated in thousands of dollars except per unit amounts)