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 May 7, 2005 to May 10, 2005

PENGROWTH ENERGY TRUST

Petro-Canada Centre – East Tower
2900, 111 – 5^th Avenue S.W.
Calgary, Alberta T2P 3Y6 Canada
(address of principal executive offices)

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

Form 20-F o            Form 40-F þ

     [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.

Yes o           No þ

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

DOCUMENTS FURNISHED HEREUNDER:

1.   First Quarter Report for the period ended March 31, 2005

2.   Certification of Interim Filings — CEO

3.   Certification of Interim Filings – CFO

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.

F I R S T Q U A R T E R R E S U L T S
M A R C H 3 1 , 2 0 0 5

H I G H L I G H T S
•

First quarter distributable cash before withholding reached record levels increasing by
38 percent to $127.8 million compared to $92.9 million in the first quarter of 2004. Actual cash
distributions to unitholders in the first quarter of 2005 totaled Cdn $0.69 per trust unit
reflecting a payout ratio of 84 percent of funds generated from operations as compared to 90
percent for the same period in 2004. Based upon the current forward market for commodity prices, it
is proposed to maintain the monthly cash distribution of $0.23 per trust unit through the second
quarter while continuing to reduce the payout ratio.
•

Pengrowth completed the successful acquisition of an additional 11.89 percent working interest in
Swan Hills Unit No. 1 with the trust’s working interest now totaling 22.34 percent. The
acquisition increased Pengrowth’s reserves base by approximately five percent and added an estimated 12.0 million boe of
proved plus probable reserves.
•

Continued strength in commodity prices, crude oil in particular, has contributed to solid
operating results. Pengrowth’s average realized light oil price increased 34 percent from $40.57
in the first quarter of 2004 to $54.42 in the first quarter of 2005 and on a total barrels of
oil equivalent basis, Pengrowth’s average realized price increased 12 percent from $39.91 to
$44.53 for the same periods, respectively.
•

Total production in the first quarter of 2005 averaged 59,082 boe per day, an increase of 29
percent over the first quarter of 2004 due mainly to the additional production associated with the
Murphy Assets, an additional shipment of condensate at SOEP during the quarter and one month’s
production associated with the Swan Hills Unit No. 1 acquisition.
•

During the first quarter, Pengrowth announced an Arrangement Agreement with Crispin Energy
Inc. to acquire all of the issued and outstanding shares of Crispin. This represents the first
public corporate acquisition for Pengrowth and closed on April 29, 2005. The transaction is
expected to be accretive to unitholders and add proved reserves of 3.9 mmboe and proved plus
probable reserves of 5.2 mmboe. The transaction will also increase Pengrowth’s exposure to a coal
bed methane play and will increase Pengrowth’s Canadian resident trust unit ownership above the
ownership threshold of 50.25 percent.

Note regarding currency: All figures contained within this report are quoted in Canadian
dollars unless otherwise indicated.

- 2 - PENGROWTH ENERGY TRUST

Summary of Financial and Operating Results

PENGROWTH ENERGY TRUST - 3 -

Summary of Trust Unit Trading Data

***July 27, 2004, all trust units were re-classified into Class A or Class B trust units.

     Class A trust Units trade on the NYSE under PGH and on the TSX under PGF.A. Class B trust units trade only on the TSX under PGF.B.

- 4 - PENGROWTH ENERGY TRUST

President’s Message

Pengrowth is pleased to announce the unaudited quarterly results for the three months ended March 31, 2005. The first quarter of 2005 was characterized by a high level of activity and strong results driven by robust commodity prices and increased production.

During the quarter Pengrowth realized several milestones that contributed to the continued favourable performance of the trust, including the generation of record levels of distributable cash before withholding at $127.8 million, an increase of 38% over first quarter 2004. Distributions to unitholders remained stable at Cdn $0.23 per trust unit per month.

The strength and resiliency of commodity prices during the quarter is highlighted in Pengrowth’s average realized price of $44.53 per barrel of oil equivalent (boe) compared to $39.91 in the first quarter of 2004. The rise was largely attributable to significant gains in the trust’s average realized price for light crude oil and natural gas liquids which increased by 34 percent and 36 percent, respectively, when compared to the same period in 2004. These gains were somewhat mitigated by relatively flat natural gas prices and the higher price of diluent required in association with the trust’s heavy oil production.

The successful acquisition of a further 11.89 percent working interest in Swan Hills Unit No.1 at the end of February brought Pengrowth’s total working interest to 22.34 percent and was funded through existing credit facilities. Incremental oil and gas production from this acquisition in combination with the additional output associated with the Murphy Assets and an additional shipment of condensate at Sable led to the significant increase in production levels in the first quarter of 2005 to an average of 59,082 boe per day, an increase of 29 percent when compared to 45,668 boe per day during the same period in 2004.

Also in the quarter, Pengrowth announced an Arrangement Agreement with Crispin Energy Inc., marking the trust’s first acquisition of a public corporation. The acquisition is expected to be accretive to unitholders on a production and distributable cash per trust unit basis and will add proved plus probable reserves of 5.2 million boe. On April 28, 2005, Crispin shareholders voted to accept the Plan of Arrangement with over 99 percent of shareholders voting in favour of the transaction. The Plan of Arrangement closed on April 29, 2005.

The acquisition included Crispin’s producing properties which are located primarily in the Three Hills area of central Alberta, one of Pengrowth’s focus areas, as well as an additional 39,000 net acres of undeveloped land, including an approximate 25,000 net acres in the Horseshoe Canyon Coal Bed Methane prospect areas of Twining and Mikwan. The transaction includes an arrangement whereby Pengrowth will engage, for a minimum of six months, members of Crispin’s experienced senior management team, led by Mr. Murray Nunns and Mr. William Bradley, to provide additional technical expertise and assist Pengrowth in the identification and assessment of acquisition, development and optimization opportunities. The transaction will also increase the proportion of Class B trust units outstanding from the current level of slightly less than 50 percent to approximately 51 percent, enabling Pengrowth to achieve the Canadian majority ownership threshold of 50.25 percent prior to June 1, 2005 in accordance with Pengrowth’s advance tax ruling further clarifying Pengrowth’s continued status as a Mutual Fund Trust.

To the extent that Class A trust units in the future represent less than the ownership threshold of 49.75 percent, conversion of a limited number of Class B trust units to Class A trust units will be permissible under the Trust Indenture. Pengrowth intends to implement a new form of reservation system in order to provide all unitholders with an equal and orderly opportunity to convert Class B trust units into Class A trust units. Pengrowth is currently working with Computershare to implement this system.

In order to retain internally generated funds for its increased development activities, Pengrowth sought and received unitholder approval in 2002 to withhold up to 20 percent of gross revenue, and beginning with the January 15, 2003 distribution, implemented a withholding program targeting withholdings of approximately 10 percent of cash available for distribution on a monthly basis.

Distributions to unitholders in the first quarter of 2005 totaled Cdn $0.69 per trust unit, resulting in our lowest payout ratio to date at 84 percent of funds generated from operations. In the context of the current pricing environment and the availability of increased development opportunities in the trust’s property portfolio, Pengrowth’s management has undertaken to review the current withholding policy and make appropriate recommendations to the Board of Directors. The recommendations will be dependent on expectations for forward commodity prices, future capital expenditure requirements, the impact of changes to the level of withholding on the Corporation’s taxability and the availability of debt and equity capital. Pengrowth currently anticipates distributions to be maintained at Cdn $0.23 per trust unit for the second quarter of 2005, up to and including the August 15, 2005 distribution while the payout ratio may continue to trend lower.

I am pleased to welcome two new members, Mr. Kirby Hedrick and Mr. Terry Poole, to Pengrowth’s Board of Directors as elected

PENGROWTH ENERGY TRUST - 5 -

at the Annual General Meeting held April 26, 2005. Both gentlemen bring considerable experience and expertise to the Board of Directors and their addition demonstrates Pengrowth’s continued commitment to excellence in all aspects of it business endeavours.

Pengrowth has also had several recent appointments and changes in Senior Management:

I would like to take this opportunity to thank Ms. Bigham and Mr. McKinnon for their valued contributions to Pengrowth. Their efforts on behalf of the trust and its unitholders were significant and I wish them all the best in their future endeavours. I am pleased to welcome Mr. Bowles and Mr. Emme to Pengrowth and I would like to recognize the exceptional efforts of our entire Pengrowth team. The first quarter of 2005 proved to be exciting as well as challenging. We look forward to the coming quarter and remain committed to providing enhanced value to Pengrowth unitholders.

James S. Kinnear
Chairman, President and Chief Executive Officer
April 29, 2005

For further information about Pengrowth, please visit our website www.pengrowth.com or contact: Investor Relations, Calgary Telephone: (403) 233-0224 Toll Free: 1-800-223-4122 Facsimile: (403) 294-0051 Investor Relations, Toronto Telephone: (416) 362-1748 Toll Free: 1-888-744-1111 Facsimile: (416) 362-8191

- 6 - PENGROWTH ENERGY TRUST

Management’s Discussion and Analysis

The following discussion and analysis of financial results is based on information available to April 29, 2005 and should be read in conjunction with:

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.

Non-GAAP Financial Measures

This discussion and analysis refers to certain financial measures that are not determined in accordance with Canadian GAAP. These measures do not have standardized meanings and may not be comparable to similar measures presented by other trusts or corporations. Although such measures as distributable cash, distributable cash before withholding and operating netbacks do not have standardized meanings prescribed by GAAP, distributable cash is determined by reference to the Distributions and Taxability of Distributions section of this report while the remaining measures are determined by reference to our financial statements. We discuss these measures, which have been applied on a consistent basis, because we believe that they facilitate the understanding of the results of our operations and financial position.

Overview

During the first quarter, Pengrowth successfully completed the acquisition of an additional 11.89 percent working interest in the Swan Hills Unit No.1 property for $87 million. This acquisition increased Pengrowth’s total interest in the property to 22.34 percent and added estimated proved plus probable reserves, as evaluated effective October 1, 2004 by Gilbert Laustsen Jung Associates Ltd.. (GLJ), of 12.0 million boe, an increase of approximately 5 percent to Pengrowth’s reserve base. Pengrowth funded the purchase through existing bank facilities.

Continued strength in commodity prices and additional production from the Murphy acquisition, which closed on May 31, 2004, had a favourable impact on 2005 first quarter results relative to the first quarter of 2004.

Net Income

Net income for the first quarter of 2005 was $56.3 million ($0.37 per trust unit) compared to $38.7 million ($0.31 per trust unit) for the previous year. The increase in net income in 2005 compared to the same period last year is due mainly to a 29 percent increase in production volumes and a 12 percent increase in average commodity prices offset in part by higher expenses.

Production

Production for the first quarter of 2005 of 59,082 boe per day is 29 percent higher than the 45,668 boe per day in the first quarter of 2004 and 3 percent higher than fourth quarter 2004 production of 57,425 boe per day. Production from the Murphy properties of 14,019 boe per day contributed significantly to the quarter over quarter increase of 13,414 boe per day. Volumes for the first quarter of 2005 also benefited due to the timing of Sable Offshore Energy Project (SOEP) condensate sales and the contribution of one month of production from the additional interest acquired in Swan Hills Unit No. 1.

PENGROWTH ENERGY TRUST - 7 -

Light oil production volumes decreased 5 percent in the first quarter compared to the first quarter of 2004. The Murphy acquisition and development activities over the past year have contributed to partially offset natural production declines occurring in the northeast B.C. projects of Rigel and Squirrel as well as lower volumes from Judy Creek.

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

Natural gas production increased 34 percent in the first quarter of 2005 compared to the first quarter of 2004. Additional gas volumes of 40 mmcf per day from the Murphy properties, as well as incremental volumes from development activities mitigated the impact of natural production declines. Of note was increased gas production from the Monogram, Tilley and Cessford areas where shallow gas development in the Milk River, Medicine Hat and Second White Specs formations added a further 9.6 mmcf per day of production compared to first quarter 2004 levels. SOEP gas production decreased in the first quarter of 2005 as compared to the same period in 2004 due mainly to a well workover at the Venture 1 well.

Natural gas liquids (NGL) production increased by 38 percent in the first quarter of 2005 over the first quarter of 2004. 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 first quarter of 2005, totaling approximately 135,000 barrels, compared to a partial shipment of 11,000 barrels in the same period last year. Pengrowth would normally anticipate one shipment of condensate per quarter.

Prices

Pengrowth’s average commodity price per boe for the first quarter of 2005 was 12 percent higher than the first quarter of 2004.

Pengrowth’s average light oil price increased 34 percent in the first quarter of 2005 compared to the first quarter of 2004. Although the West Texas Intermediate (WTI) benchmark price increased 42 percent in the first quarter of 2005 compared to the same period last year, it was partially offset by a 7 percent decrease in the value of the U.S. dollar relative to the Canadian dollar and a small negative adjustment in Pengrowth’s average field quality differentials relative to benchmark pricing.

- 8 - PENGROWTH ENERGY TRUST

Pengrowth’s average natural gas price for the first quarter of 2005 remained constant at $6.84 per mcf compared to $6.82 per mcf over the same period last year. Pengrowth’s average natural gas prices remained relatively stable year over year reflective of the small increase (1.4 percent) in the AECO average price. NYMEX average prices increased by 10.2 percent but this was partially offset by a weaker U.S. dollar relative to the Canadian dollar. Pengrowth did not experience the full effect of increased market prices as certain fixed price gas contracts which were part of the Murphy acquisition partially offset the increase in market prices.

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 our monthly cash distributions.

In the first quarter of 2005, Pengrowth realized a net hedging loss of $0.1 million related to natural gas financial swap contracts, compared to a net hedging loss of $4.7 million for the same period last year.

With the continued strength in crude oil prices in the first quarter, Pengrowth realized a net hedging loss of $6.6 million on crude oil price swap transactions, compared to a loss of $7.1 million in the first quarter of 2004.

In conjunction with the purchase of the Murphy Assets on May 31, 2004, Pengrowth assumed certain fixed price natural gas sales contracts associated with the Murphy reserves. Under these contracts, Pengrowth is obligated to sell 3,886 MMBTU per day, until April 30, 2009 at an average contract price of Cdn $2.27 per MMBTU.

Pengrowth currently has 10,000 barrels per day of crude oil hedged for the remainder of 2005 at an average price of Cdn $ 54.39 per barrel and a further 4,000 barrels per day is hedged for 2006 at Cdn$ 64.08 per barrel. Western gas production of 2,370 MMBTU per day is hedged at an average price of $8.35 per MMBTU for the period of May 1 to December 31, 2005 and a further 2,370 MMBTU per day is hedged at $8.03 per MMBTU for 2006. Eastern gas production of 18,500 MMBTU per day is hedged at an average delivered price of $9.51 per MMBTU for the remainder of 2005 and 2,500 MMBTU per day is hedged at $10.63 for 2006. The details of Pengrowth’s commodity hedges are provided in Note 8 to the financial statements.

At March 31, 2005, the mark-to-market value of Pengrowth’s commodity hedges represented a potential loss of $41.1 million consisting of a loss of $4.7 million on natural gas contracts and $36.4 million for crude oil contracts.

Royalties

Royalties, including crown and freehold royalties, were 16 percent of oil and gas sales in the three months ended March 31, 2005, compared to 15 percent in the first three months of 2004 due to the higher effective rates applicable at higher commodity prices.

Operating Costs

Operating costs were $49.1 million (or $9.23 per boe) for the first quarter of 2005, compared to $31.2 million (or $7.50 per boe) for the first quarter of 2004. Higher operating costs associated with the Murphy properties, charges relating to prior periods and increased fixed expenses all contributed to higher operating costs on a per boe basis compared to the first quarter of 2004.

Injectants for miscible floods

During the first quarter of 2005, Pengrowth purchased $7.6 million of injectants and amortized a related $5.4 million against first quarter net income and distributable cash, compared to $7.3 million and $5.2 million, respectively, in first quarter of 2004. The increase in injectant costs year over year is due mainly to increased injectant volumes at Swan Hills. The majority of ethane and natural gas volumes injected at Judy Creek are proprietary volumes produced from Judy Creek and Swan Hills and then re-injected. Revenue is not recorded for volumes that are produced and subsequently re-injected.

At March 31, 2005, the balance of unamortized injectant costs was $27.2 million.

Operating Netbacks

There is no standardized measure of operating netbacks and therefore, operating netbacks, as presented below, may not be comparable to similar measures presented by other companies. Certain assumptions have been made in allocating operating expenses, other production income, other income and royalty injection credits between light crude oil, heavy oil, natural gas and natural gas liquids production.

Operating netbacks increased by approximately 8 percent reflecting the overall increase in oil and gas prices during the quarter offset partially by the increase in operating costs per boe.

PENGROWTH ENERGY TRUST - 9 -

Combined Netbacks

General and Administrative

General and administrative expenses (G&A) were $7.1 million in the first quarter of 2005 compared to $5.8 million for the first quarter of 2004. Included in 2005 first quarter G&A is $0.8 million of non-cash compensation costs related to trust unit rights and phantom trust units (see note 1 to consolidated financial statements) compared to $1.1 million for the first quarter of 2004. Excluding the non-cash component of G&A, 2005 year-to-date G&A has increased over 2004 levels by $1.5 million due to a number of factors including increased financial reporting and regulatory costs and the addition of personnel and larger office space required to manage the Murphy assets. On a per boe basis, first quarter G&A is $1.33 per boe, compared to $1.41 per boe for the first quarter of 2004 largely reflecting the volume increases associated with the Murphy Assets.

Management Fees

Management fees were $3.7 million ($0.70 per boe) for the first quarter of 2005 compared to $2.8 million ($0.66 per boe) for the first quarter of 2004. Management fees recorded in the first quarter of 2005 include an accrual for estimated performance fees of $0.6 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 percent per annum on a three year rolling average basis. The maximum fees payable, including the performance fee, is limited to 80 percent of the fees that would otherwise have been payable under the old management agreement for the first three years and 60 percent for the subsequent three years. Although the rate base for the calculation of total fees payable to the manager is less under the current management agreement, higher overall production, prices and distributable cash have resulted in an increase in the management fees.

- 10 - PENGROWTH ENERGY TRUST

Interest

Interest expense increased to $5.4 million in the first quarter of 2005 compared to $4.2 million for the first quarter of 2004. Interest expense includes $0.4 million of fees on a year-to-date basis related to the amortization of U.S. debt issue costs and imputed interest on the note payable to Emera Offshore Incorporated. Higher ending long-term debt levels in the first quarter of 2005 of $441.9 million versus $262.3 million at the end of first quarter 2004 contributed to the increase in interest expense.

Depletion and Depreciation

Depletion and depreciation increased to $69.1 million in the first quarter of 2005 compared to $50.5 million in the first quarter of 2004. On a per boe basis, depletion and depreciation has increased to $13.00 per boe in the first quarter of 2005 compared to $12.15 per boe in the first quarter of 2004. The increase is mainly attributable to the purchase of properties over the past year, including the Murphy Assets in May 2004. With the sustained strength in commodity prices in recent years, the higher cost of acquiring oil and gas properties has increased resulting in a higher depletion rate per boe produced.

Distributions and Taxability of Distributions

Pengrowth generated $127.8 million ($0.83 per average trust unit outstanding) of distributable cash before withholding related to first quarter 2005 operations, compared to $92.9 million ($0.74 per average trust unit outstanding) in 2004. Distributions paid or declared of $106 million (2004 - $83 million) equates to approximately 84 percent of funds generated from operations (2004 - 90 percent). Pengrowth’s recent practice has been to withhold approximately 10 percent of cash available for distribution to repay debt and/or contribute to capital spending. The Board of Directors may decide to increase (or decrease) the amount withheld in the future, depending on a number of factors, including expectations for future commodity prices, capital expenditure requirements and opportunities, the impact of increased (or decreased) withholdings on the taxability of the Trust and the availability of debt and equity capital. Board discretion with respect to withholding is subject to a maximum withholding amount of 20 percent of gross revenues, as approved by unitholders at the 2002 annual general meeting. Given the level of current commodity prices, Pengrowth’s increased development opportunities from recent acquisitions and ongoing maintenance requirements, Pengrowth expects monthly distributions to remain at $0.23 per trust unit for the second quarter of 2005.

The following is a summary of recent monthly distributions and future key dates:

PENGROWTH ENERGY TRUST - 11 -

Cash distributions are paid to unitholders on the 15^th day of the second month following the month of production. Pengrowth paid $0.69 per trust unit as cash distributions during the first quarter of 2005.

There is no standardized measure of distributable cash and therefore distributable cash, as reported by Pengrowth, may not be comparable to similar measures presented by other trusts. The following table provides a reconciliation of distributable cash for the first quarter ended March 31, 2005 and 2004.

At this time, Pengrowth anticipates that approximately 75-80 percent of 2005 distributions will be taxable; this estimate is subject to change depending on a number of factors including, but not limited to, the level of commodity prices, acquisitions, dispositions and new equity offerings.

Liquidity and Capital Resources

Pengrowth’s long term debt at March 31, 2005 was $441.9 million, compared to $345.4 million at December 31, 2004 and $262.3 million at March 31, 2004. During the first quarter, Pengrowth added $95 million of new debt. Of that amount $87 million was utilized to fund the acquisition of the additional interest in the Swan Hills property with the remainder to fund ongoing maintenance and development activities. Capital expenditures, excluding acquisitions, of $46 million were financed through the combination of withholdings on distributions of $13 million, DRIP issues and option proceeds of $10 million, additional debt of $8 million and a reduction in cash and working capital of $15 million.

Approximately $152 million of the $375 million credit facility remains unutilized at March 31, 2005. In addition, Pengrowth has a $35 million demand operating line of credit. The remainder of Pengrowth’s debt outstanding at the end of the first quarter 2005 is U.S. dollar denominated fixed rate term debt, details of which are provided in Note 2 to the financial statements. Due to the decrease in the value of the Canadian dollar relative to the U.S. dollar, an unrealized loss of $1.5 million has been recorded in the quarter ended March 31, 2005 on the U.S. dollar denominated debt with a total unrealized gain of $48.3 million recorded since the debt issuance in April 2003.

- 12 - PENGROWTH ENERGY TRUST

At the end of the first quarter of 2005, Pengrowth was capitalized with 25 percent total debt (net of cash balances) and 75 percent equity, as compared with 4 percent debt and 96 percent equity at the end of the first quarter of 2004 (based on quarter-end market capitalization). The Trust’s net debt to annualized cash flow from operations was approximately 0.9 times at the end of the first quarter of 2005, as compared to 0.2 times at the end of the first quarter of 2004 when significant cash balances were held.

As of April 29, 2005, the number of trust units outstanding was approximately:

As of April 29, 2005, the number of trust units options, rights and phantom trust units was approximately:

Acquisitions

On February 28, 2005, Pengrowth closed the acquisition of an additional working interest of 11.89 percent in Swan Hills Unit No.1 increasing Pengrowth’s total working interest in Swan Hills Unit No.1 to 22.34 percent. The purchase price was $87 million, after adjustments from the October 1, 2004 effective date to the closing date. Pengrowth’s independent engineering evaluator, GLJ, prepared an evaluation with an effective date of October 1, 2004. The acquired reserves that are booked based on this report include total proved reserves of 9.7 million boe and proved plus probable reserves of 12.0 million boe using GLJ’s forecast of future prices at that time.

Capital Spending

Capital expenditures for the three months ending March 31, 2005 totaled $45.5 million including $10.7 million at Judy Creek, $3.0 million at SOEP, $2.8 million at Squirrel, $2.5 million at Weyburn and $2.3 million at Swan Hills. Capital expenditures increased at Swan Hills due in part to the acquisition of an additional working interest at the unit with capital spent in the first quarter on drilling three hill slide wells which will be completed and tied-in during the second quarter.

Pengrowth expects to spend a total of approximately $159.6 million on development activities in the remaining three quarters of 2005 for a total revised capital program of approximately $205 million for full year 2005. This compares to Pengrowth’s previous guidance of $171 million provided in the Annual Report and reflects the addition of capital resulting from both the Swan Hills and Crispin acquisitions as well as an additional level of risked capital associated with development opportunities currently viewed as having a greater likelihood of initiation during 2005 than previously estimated. Approximately 50% of first quarter capital expenditures have been funded through the 10% holdback from distributable cash, DRIP issues and options proceeds.

Summary of Quarterly Results

The following table is a summary of quarterly results for 2003, 2004 and the first quarter of 2005. Net income and net income per unit for the first quarter of 2005 increased over the previous quarter, mainly due to the absence of a tax charge in 2005 versus the $14.9 million of future taxes booked in the fourth quarter of 2004. A one percent increase in volumes and a seven percent increase in the average per boe price realized accounted for the remaining increase.

PENGROWTH ENERGY TRUST - 13 -

Outlook

Based on first quarter 2005 production results, Pengrowth expects daily average production of approximately 56,500 to 58,500 boe per day for the full year 2005. This estimate incorporates production additions from the Swan Hills acquisition, Pengrowth’s 2005 development program and the additional production expected as a result of the Crispin acquisition, offset by the impact of normal production declines.

In line with Pengrowth’s previous guidance total operating costs for 2005 are expected to increase to approximately $200.0 million including a full year of costs from the Murphy Assets and those associated with the Swan Hills and Crispin acquisitions. Assuming Pengrowth’s average production results for 2005 are as forecast above, Pengrowth now estimates 2005 operating costs per boe of between $9.25 and $9.58 and combined G&A and management fees of approximately $ 1.91 to $1.97 per boe.

Pengrowth currently anticipates capital expenditures for maintenance and development of approximately $205 million for 2005. An additional $188 million was incurred to complete the Crispin and Swan Hills acquisitions. Pengrowth successfully completed the acquisition of Crispin on April 29, 2005. The acquisition has been financed by a unit for share exchange with Crispin shareholders.

Assuming that current levels of commodity prices continue, subject to Board approval, Pengrowth expects monthly distributions during the second quarter will be maintained at $0.23 per unit which represent a 74 percent to 79 percent payout of distributable cash (before withholding).

To the extent that Class A trust units in the future represent less than the ownership threshold of 49.75 percent, conversion of a limited number of Class B trust units to Class A trust units will be permissible under the Trust Indenture. Pengrowth intends to implement a new form of reservation system in order to provide all unitholders with an equal and orderly opportunity to convert Class B trust units into Class A trust units. All registered and beneficial unitholders will have the opportunity to participate in the reservation system by providing an appropriate form to Computershare Trust Company of Canada (Computershare). Pengrowth is currently working with Computershare to implement this system but is delaying the implementation of the conversion program pending further discussions with the Department of Finance. Pengrowth expects the system could be operational in the second half of 2005.

James S. Kinnear
Chairman, President and Chief Executive Officer
April 29, 2005

- 14 - PENGROWTH ENERGY TRUST

Operations Review

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

OPERATED PROPERTIES:

Judy Creek (100% working interest)

Buick/Prespatou (100% working interest)

Squirrel (100% working interest)

Bulrush (79% working interest)

PENGROWTH ENERGY TRUST - 15 -

Other NEBC (50-100% working interest)

NEBC Recompletions:

- 10 indicated Gas
- 2 indicated Oil
- 2 D&A

West Pembina

Central Area Recompletions

NON-OPERATED PROPERTIES:
Sable Offshore Energy Project (SOEP) (8.4% working interest)
Production

Tier II Status

Monogram Unit (53.8% working interest)

- 16 - PENGROWTH ENERGY TRUST

Tilley Milk River Gas Unit (9.7% working interest)

Weyburn Unit (9.75% working interest)

PENGROWTH ENERGY TRUST - 17 -

Consolidated Balance Sheets

See accompanying notes to the consolidated financial statements.

- 18 - PENGROWTH ENERGY TRUST

Consolidated Statements of Income and Accumulated Earnings

See accompanying notes to the consolidated financial statements.

PENGROWTH ENERGY TRUST - 19 -

Consolidated Statements of Cash Flow

See accompanying notes to the consolidated financial statements.

- 20 - PENGROWTH ENERGY TRUST

Notes To Consolidated Financial Statements
(Unaudited)
March 31, 2005

PENGROWTH ENERGY TRUST - 21 -

Class A Trust Units:

- 22 - PENGROWTH ENERGY TRUST

Class B Trust Units:

The total number of trust units outstanding as at March 31, 2005 was 153,621,050 trust units (December 31, 2004 –152,972,555).

Per Unit Amounts

The per unit amounts of net income are based on the following weighted average units outstanding for the period. The weighted average units outstanding for the three months ended March 31, 2005 were 153,387,514 units (March 31, 2004 –125,219,843 units). In computing diluted net income per unit, 574,190 units were added to the weighted average number of units outstanding during the three months ended March 31, 2005 (March 31, 2004 – 648,233 units) for the dilutive effect of trust unit options, rights and phantom trust units. For the three months ended March 31, 2005, 1,318,508 (March 31, 2004 –691,622) trust unit options and rights were excluded from the diluted net income per unit calculation as their effect is anti-dilutive.

Contributed Surplus

Trust Unit Option Plan

As at March 31, 2005, options to purchase 658,732 Class B trust units were outstanding (December 31, 2004 – 845,374) that expire at various dates to June 28, 2009.

PENGROWTH ENERGY TRUST - 23 -

Rights Incentive Plan

As at March 31, 2005, rights to purchase 2,209,153 Class B trust units were outstanding (December 31, 2004 – 2,011,451) that expire at various dates to March 3, 2010.

The fair value of rights incentive options granted during the three months ended March 31, 2005 was estimated at 15 percent of the exercise price at the date of grant using a modified Black-Scholes option pricing model with the following assumptions: risk-free rate of 3.9 percent, volatility of 22 percent, expected life of five years and adjustments for the estimated distributions and reductions in the exercise price over the life of the right incentive option.

Long Term Incentive Program

Effective January 1, 2005, the Board of Directors approved a Long Term Incentive Plan. Under the Long Term Incentive Plan, Phantom trust units are granted to employees, officers, directors and certain consultants of the Corporation and the Manager. The number of Phantom trust units granted is based on a grant value as a percentage of an individual’s base salary and an established weighting of Phantom trust units and/or rights incentive options that is dependent on an individual’s position. The Phantom trust units fully vest on the third anniversary year from the date of grant. The Phantom trust units will receive distributions in the form of additional Phantom trust units. The number of Phantom trust units, including any additional units from re-invested distributions at the end of the three year vesting period will be subject to a relative performance test which compares Pengrowth’s three year average total return to the three year average total return of a peer group of other energy trusts. Upon vesting, the number of Class B trust units issued from treasury may range from zero to one and one-half times the number of Phantom trust units granted.

As at March 31, 2005, 159,644 Phantom trust units were outstanding. The Phantom trust units vest on March 2, 2008.

Compensation expense associated with the Phantom trust units was based on the estimated fair value of $18.14 per Phantom trust unit and management’s estimate of the number of Phantom trust units to be issued on maturity.

- 24 - PENGROWTH ENERGY TRUST

PENGROWTH ENERGY TRUST - 25 -

Natural Gas:

- 26 - PENGROWTH ENERGY TRUST