SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

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

PENGROWTH ENERGY TRUST

(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.

Press Release announcing second quarter 2007 results.

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.

PENGROWTH ENERGY TRUST - 1 -

NEWS RELEASE

Attention:  Financial Editors		Stock Symbol:		(PGF.UN) -TSX; (PGH) — NYSE

PENGROWTH ENERGY TRUST ANNOUNCES
SECOND QUARTER 2007 RESULTS

(Calgary, August 1, 2007) /Marketwire/ — Pengrowth Corporation, administrator of Pengrowth Energy Trust (collectively “Pengrowth”), is pleased to announce the interim unaudited operating and financial results for the three month and six month periods ended June 30, 2007.

 • 

Pengrowth reported net income of $271.7 million ($1.11 per trust unit) in the second quarter of 2007 compared to a net loss of $69.8 million ($0.29 per trust unit) in the first quarter of 2007 and net income of $110.1 million ($0.69 per trust unit) in the same period last year. Net income in the quarter included a $147.7 million increase in earnings due to a future tax recovery. The future tax recovery was recorded as a result of the enactment of the previously announced tax on income trusts, asset dispositions in the quarter and a reduction in the federal income tax rate.

 • 

During the second quarter of 2007, Pengrowth generated distributable cash of $196.9 million versus $199.4 million in the first quarter of 2007 and $152.3 million in the second quarter of 2006. Distributions paid or declared to unitholders in the second quarter of 2007 totaled $184.3 million or $0.75 per trust unit reflecting a payout ratio of 94 percent. Pengrowth’s distributions remain unchanged at $0.25 per trust unit per month, up to and including our most recently announced August 15, 2007 distribution.

 • 

Daily production remained relatively stable in the second quarter of 2007 at 89,633 boe per day when compared to the first quarter of 2007 and increased approximately 59 percent when compared to the second quarter of 2006. The increase is primarily due to the Carson Creek, Esprit Trust and the CP properties acquisitions, SOEP compression and contributions from our ongoing development activities. Pengrowth anticipates full year average daily production in the range of 85,000 boe per day to 87,500 boe per day including the expected divestiture of 8,900 boe per day of production at the time of sale.

 • 

Development capital for the second quarter of 2007 totaled $44.4 million with approximately 82 percent spent on drilling and completions. Pengrowth participated in drilling 34 gross (15.3 net) wells with a success rate of 94 percent. In addition, Pengrowth participated in the drilling of three injection and one water disposal well (0.9 net).

 • 

During 2007, Pengrowth intends to dispose of approximately $450 million of non-core properties. In the first half of this year, Pengrowth completed asset sales for proceeds of approximately $282 million. The proceeds were used to partially repay the $600 million bridge facility.

 • 

Subsequent to the end of second quarter, Pengrowth closed a U.S. $400 million offering of notes issued on a private placement basis on July 26, 2007 in the United States. The private placement consists of 6.35 percent notes due in 2017. The notes are unsecured and rank equally with Pengrowth’s bank facilities and existing term notes.

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

PENGROWTH ENERGY TRUST - 2 -

President’s Message

To our valued unitholders,

The second quarter of 2007 marked further progress in Pengrowth’s continued transformation and I am pleased to present the unaudited quarterly results for the three months and six months ended June 30, 2007. Pengrowth performed well during the second quarter. We continued to see positive results from our operations and remain well positioned for a generally favourable second half of 2007.

In my annual letter dated February 26, 2007, we set out a number of goals and objectives for the trust in 2007 and I would like to take this opportunity to update our progress on each of these key targets at this pivotal mid-year mark.

2007 key targets include:

	1)		Execution of a $275 million capital development program that is focused on asset optimization and organic growth.
	2)		Full integration of the assets and people associated with the Carson Creek, Esprit Trust and CP properties acquisitions in order to fully exploit those opportunities identified by our operations teams.
	3)		Completion of our property disposition program.
	4)		Continuing to make distributions to unitholders while executing a prudent business model.

Pengrowth remained focused on development opportunities during the quarter and continued to achieve encouraging results. Pengrowth’s capital development program totaled approximately $44.4 million in the second quarter with approximately 82 percent directed towards drilling and completions. Pengrowth participated in drilling 34 gross wells (15.3 net) with a success rate of 94 percent. In addition, we participated in the drilling of three injectors and one water disposal well (0.9 net).

Production for the second quarter of 2007 remained relatively stable with average daily production of 89,633 barrels of oil equivalent (boe) per day when compared to the first quarter of 2007 and increased approximately 59 percent when compared to the second quarter of 2006. The increase is mainly attributable to production additions associated with the Carson Creek, Esprit Trust and CP properties acquisitions which closed in the second half of 2006 and early 2007 and were augmented by our capital development program. These additions served to nearly offset natural production declines and the impact of our divestiture program. Based on these results, Pengrowth has increased its forecast for average 2007 production to the range of 85,000 to 87,500 boe per day.

Integration activities associated with the Carson Creek, Esprit Trust and CP properties acquisitions continued into the second quarter. The Carson Creek and Esprit properties have been completely integrated into our asset teams. Work is being done to reroute some gas from Carson Creek to Judy Creek and evaluation is underway for potentially moving all the gas from this area to Judy Creek. These optimizations are expected to result in significant operating cost savings.

Optimization of gas processing has been identified for the Harmattan and Olds properties which will significantly reduce costs incurred due to third party arrangements. Pengrowth has been successful in the hiring of a significant number of experienced technical staff to work on these opportunities. Pengrowth took over full management of the CP properties in June after completion of the transition services contract from ConocoPhillips. Upside in the Deer Mountain, Goose River & Red Earth properties has been identified with projects underway for the third and fourth quarters.

Pengrowth has one of the strongest property portfolios in the energy trust sector. In conjunction with the integration of the new assets into our operations, we have realized the opportunity to high-grade our asset base through a targeted disposition program of approximately $450 million of non-core assets producing approximately 8,900 boe per day at the time of sale.

In the first half of the year, Pengrowth completed asset sales of approximately $282 million. The proceeds were used to partially repay the $600 million bridge facility associated with the CP properties acquisition and Pengrowth now anticipates our disposition program to be completed prior to year end 2007. Pengrowth’s remaining high quality, long-life assets provide the trust with a stable production profile.

PENGROWTH ENERGY TRUST - 3 -

Oil and gas sales remained reasonably favourable during the second quarter benefiting from Pengrowth’s balanced production mix. On July 31, 2007, WTI oil prices reached a new record closing level of U.S. $78.22 per barrel. However, offsetting the strength in crude oil has been the recent decline in natural gas prices to the U.S. $6.00 to $6.50 per mmbtu range. In addition, the relative strength of the Canadian dollar in relation to the U.S. dollar to the $0.95 range has moderated the effect on oil and gas prices in Canadian dollars. As a result, distributable cash decreased slightly to $196.9 million when compared to the first quarter of 2007 in which $199.4 million was recorded.

Distributions to unitholders during the quarter totaled $0.75 per trust unit and Pengrowth has maintained the monthly distribution at $0.25 per trust unit since December 31, 2005. However, distributions can and may fluctuate in the future. Distributable cash is derived mainly from producing and selling our oil, natural gas and related products and as such, distributable cash is highly dependent on commodity prices. Pengrowth’s board of directors will continue to examine distributions on a monthly basis while considering overall market conditions to set the distribution level each month.

I am pleased to report that we have made significant progress on our key targets in 2007 and we continue to seek opportunities through acquisition, industry consolidation, development and synergies to add value on behalf of our unitholders. As such, it remains paramount that the trust retain the necessary financial flexibility to capitalize on future growth opportunities. Accordingly, Pengrowth has taken steps to reduce indebtedness and strengthen its financial position.

On June 15, 2007, Pengrowth increased its syndicated bank facility to $1.2 billion of available credit and extended the maturity date to June 16, 2010. On July 13, 2007, with proceeds from Pengrowth’s increased bank facility, Pengrowth fully repaid the remaining $322 million outstanding on the $600 million bridge facility due January 22, 2008 obtained in conjunction with the CP properties acquisition.

Also subsequent to quarter-end, Pengrowth closed a U.S. $400 million offering of notes issued on a private placement basis on July 26, 2007 in the United States. The private placement consists of 6.35 percent notes due in 2017. The notes are unsecured and rank equally with Pengrowth’s bank facilities and existing term notes and we intend to use the net proceeds of the notes to reduce amounts outstanding on our bank facilities which will increase our unused credit capacity. This increased financial flexibility gives Pengrowth unused credit capacity at this time of approximately $580 million which should allow us to complete future value-adding transactions should they arise.

The second quarter showcased our team’s commitment to seek out opportunities to add value on behalf of unitholders through the successful execution of our 2007 key targets thus far. I am pleased with the accomplishments our team achieved during the period and I believe we are well positioned both operationally and financially for continued success in 2007.

James S. Kinnear
Chairman, President and Chief Executive Officer
August 1, 2007

PENGROWTH ENERGY TRUST - 4 -

Summary of Financial and Operating Results

		Three Months ended June 30												Six Months ended June 30
(thousands, except per unit amounts)		2007				2006				% Change				2007				2006				% Change
INCOME STATEMENT
Oil and gas sales		$	443,977			$	283,532				57			$	876,085			$	575,428				52
Net income		$	271,659			$	110,116				147			$	201,825			$	176,451				14
Net income per trust unit		$	1.11			$	0.69				61			$	0.82			$	1.10				(25	)
CASH FLOW
Cash flows from operating activities (1)		$	249,960			$	126,800				97			$	386,389			$	283,160				36
Cash flows from operating activities per trust unit		$	1.02			$	0.79				29			$	1.58			$	1.77				(11	)
Distributable cash * (2)		$	196,934			$	152,266				29			$	396,328			$	293,135				35
Distributable cash per trust unit * (2)		$	0.80			$	0.95				(16	)		$	1.62			$	1.83				(11	)
Distributions paid or declared		$	184,327			$	120,597				53			$	367,861			$	240,899				53
Distributions paid or declared per trust unit		$	0.75			$	0.75				—			$	1.50			$	1.50				—
Payout ratio* (2)			94	%			79	%			15				93	%			82	%			11
Capital expenditures		$	49,467			$	47,999				3			$	148,252			$	123,060				20
Capital expenditures per trust unit		$	0.20			$	0.30				(33	)		$	0.61			$	0.77				(21	)
Weighted average number of trust units outstanding			245,127				160,592				53				244,745				160,372				53
BALANCE SHEET
Working capital														$	(444,394	)		$	(97,150	)			357
Property, plant and equipment														$	4,633,861			$	2,081,403				123
Long term debt														$	1,038,328			$	488,310				113
Trust unitholders’ equity														$	2,913,152			$	1,430,850				104
Trust unitholders’ equity per trust unit														$	11.86			$	8.90				33
Number of trust units outstanding at period end															245,560				160,777				53
DAILY PRODUCTION
Crude oil (barrels)			27,083				20,342				33				27,271				20,800				31
Heavy oil (barrels)			7,254				4,869				49				7,015				4,943				42
Natural gas (mcf)			280,667				150,976				86				278,096				154,407				80
Natural gas liquids (barrels)			8,519				5,952				43				9,215				6,101				51
Total production (boe)			89,633				56,325				59				89,850				57,578				56
TOTAL PRODUCTION (mboe)			8,157				5,126				59				16,263				10,422				56
PRODUCTION PROFILE
Crude oil			30	%			36	%							30	%			36	%
Heavy oil			8	%			9	%							8	%			8	%
Natural gas			52	%			45	%							52	%			45	%
Natural gas liquids			10	%			10	%							10	%			11	%
AVERAGE REALIZED PRICES (after commodity risk management)
Crude oil (per barrel)		$	71.81			$	72.67				(1	)		$	69.52			$	67.91				2
Heavy oil (per barrel)		$	43.52			$	50.07				(13	)		$	42.57			$	39.52				8
Natural gas (per mcf)		$	7.61			$	6.76				13			$	7.76			$	7.77				—
Natural gas liquids (per barrel)		$	56.42			$	58.92				(4	)		$	52.81			$	58.57				(10	)
Average realized price per boe		$	54.39			$	54.91				(1	)		$	53.85			$	54.98				(2	)

PENGROWTH ENERGY TRUST - 5 -

Summary of Trust Unit Trading Data

		Three Months ended								Six Months ended
		June 30								June 30
(thousands, except per trust unit amounts)		2007				2006				2007				2006
TRUST UNIT TRADING (Class A) PGH (NYSE)
High		$	19.84	U.S.		$	25.00	U.S.		$	19.84	U.S.		$	25.15	U.S.
Low		$	16.45	U.S.		$	21.85	U.S.		$	15.82	U.S.		$	21.50	U.S.
Close		$	19.09	U.S.		$	24.09	U.S.		$	19.09	U.S.		$	24.09	U.S.
Value		$	428,571	U.S.		$	336,990	U.S.		$	877,712	U.S.		$	653,208	U.S.
Volume			23,668				14,277				50,301				27,698
PGF.A (TSX) *
High		$	—			$	28.50			$	—			$	28.96
Low		$	—			$	24.20			$	—			$	24.20
Close		$	—			$	26.70			$	—			$	26.70
Value		$	—			$	47,608			$	—			$	81,449
Volume			—				1,810				—				3,054
TRUST UNIT TRADING (Class B) PGF.B (TSX) *
High		$	—			$	26.05			$	—			$	26.05
Low		$	—			$	22.41			$	—			$	20.71
Close		$	—			$	26.05			$	—			$	26.05
Value		$	—			$	459,628			$	—			$	879,690
Volume			—				18,982				—				37,321
PGF.UN (TSX) *
High		$	21.04			$	—			$	21.04			$	—
Low		$	18.82			$	—			$	18.62			$	—
Close		$	20.27			$	—			$	20.27			$	—
Value		$	561,471			$	—			$	1,306,290			$	—
Volume			28,348				—				66,090				—

PENGROWTH ENERGY TRUST - 6 -

The following discussion of financial results should be read in conjunction with the interim unaudited consolidated financial statements for the six months ended June 30, 2007 and the audited consolidated financial statements for the year ended December 31, 2006 of Pengrowth Energy Trust and is based on information available to August 1, 2007.

Frequently Recurring Terms
For the purposes of this discussion, we use certain frequently recurring terms as follows: the “Trust” refers to Pengrowth Energy Trust, the “Corporation” refers to Pengrowth Corporation, “Pengrowth” refers to the Trust and its subsidiaries and the Corporation on a consolidated basis and the “Manager” refers to Pengrowth Management Limited.

Pengrowth uses the following frequently recurring industry terms in this discussion: “bbls” refers to barrels, “boe” refers to barrels of oil equivalent, “mboe” refers to a thousand barrels of oil equivalent, “mcf” refers to thousand cubic feet, “gj” refers to gigajoule and “mmbtu” refers to million British thermal units.

Advisory Regarding Forward-Looking Statements
This discussion contains forward-looking statements within the meaning of securities laws, including the “safe harbour” provisions of Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “forecast”, “target”, “project”, “guidance” “may”, “will”, “should”, “could”, “estimate”, “predict” or similar words suggesting future outcomes or language suggesting an outlook. Forward-looking statements in this discussion include, but are not limited to, statements with respect to: reserves, 2007 production, production additions from Pengrowth’s 2007 development program, the impact on production of divestitures in 2007, royalty obligations, 2007 operating expenses, future income taxes, goodwill, asset retirement obligations, taxability of distributions, remediation and abandonment expenses, capital expenditures, new head office expenses, general and administration expenses, proceeds from the disposal of properties and the impact of the proposed changes to the Canadian tax legislation. Statements relating to “reserves” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that the reserves described exist in the quantities predicted or estimated and can profitably be produced in the future.

Forward-looking statements and information are based on Pengrowth’s current beliefs as well as assumptions made by and information currently available to Pengrowth concerning anticipated financial performance, business prospects, strategies, regulatory developments, future oil and natural gas commodity prices and differentials between light, medium and heavy oil prices, future oil and natural gas production levels, future exchange rates, the proceeds of anticipated divestitures, the amount of future cash distributions paid by Pengrowth, the cost of expanding our property holdings, our ability to obtain equipment in a timely manner to carry out development activities, our ability to market our oil and natural gas successfully to current and new customers, the impact of increasing competition, our ability to obtain financing on acceptable terms and our ability to add production and reserves through our development and exploitation activities. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to: the volatility of oil and gas prices; production and development costs and capital expenditures; the imprecision of reserve estimates and estimates of recoverable quantities of oil, natural gas and liquids; Pengrowth’s ability to replace and expand oil and gas reserves; environmental claims and liabilities; incorrect assessments of value when making acquisitions; increases in debt service charges; the loss of key personnel; the marketability of production; defaults by third party operators; unforeseen title defects; fluctuations in foreign currency and exchange rates; inadequate insurance coverage; compliance with environmental laws and regulations; changes in tax laws; the failure to qualify as a mutual fund trust; and Pengrowth’s ability to access external sources of debt and equity capital. Further information regarding these factors may be found under the heading “Business Risks” herein and under “Risk Factors” in Pengrowth’s most recent Annual Information Form (AIF), and in Pengrowth’s most recent consolidated financial statements, management information circular, quarterly reports, material change reports and news releases. Copies of the Trust’s Canadian public filings are available on SEDAR at www.sedar.com. The Trust’s U.S. public filings, including the Trust’s most recent annual report form 40-F as supplemented by its filings on form 6-K, are available at www.sec.gov.

PENGROWTH ENERGY TRUST - 7 -

Pengrowth cautions that the foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to Pengrowth, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Furthermore, the forward-looking statements contained in this discussion are made as of the date of this discussion and Pengrowth does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this discussion are expressly qualified by this cautionary statement.

Critical Accounting Estimates
As discussed in Note 1 to the financial statements, the financial statements are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP). Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses for the period ended.

The amounts recorded for depletion, depreciation and amortization of injectants and the provision for asset retirement obligations, goodwill and future taxes are based on estimates. The ceiling test calculation is based on estimates of proved reserves, production rates, oil and natural gas prices, future costs and other relevant assumptions. As required by National Instrument 51-101 (NI 51-101) Standards of Disclosure for Oil and Gas Activities, Pengrowth uses independent qualified reserve evaluators in the preparation of reserve evaluations. By their nature, these estimates are subject to measurement uncertainty and changes in these estimates may impact the consolidated financial statements of future periods. The amounts recorded for the fair value of risk management contracts and the unrealized gains or losses on the change in fair value are based on estimates. These estimates can change significantly from period to period.

Non-GAAP Financial Measures
This discussion refers to certain financial measures that are not determined in accordance with GAAP in Canada or the United States. These measures do not have standardized meanings and may not be comparable to similar measures presented by other trusts or corporations. Measures such as funds generated from operations, funds generated from operations per trust unit, distributable cash, distributable cash per trust unit, payout ratio and operating netbacks do not have standardized meanings prescribed by GAAP. We discuss these measures because we believe that they facilitate the understanding of the results of our operations and financial position.

Conversion and Currency
When converting natural gas to equivalent barrels of oil within this discussion, Pengrowth uses the industry standard of six thousand cubic feet to one barrel of oil equivalent. Barrels of oil equivalent may be misleading, particularly if used in isolation; a conversion ratio of six mcf of natural gas to one boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Production volumes, revenues and reserves are reported on a company interest gross basis (before royalties) in accordance with Canadian practice. All amounts are stated in Canadian dollars unless otherwise specified.

OVERVIEW
Production for the second quarter of 2007 was 89,633 boe per day compared to 90,068 boe per day in the prior quarter reflecting a full quarter of additional volumes from the January 2007 ConocoPhillips (the “CP properties”) acquisition and internal development and was offset by planned maintenance shutdowns and property divestments. For the six months ended June 30, 2007, production was 89,850 boe per day compared to 57,578 boe per day in the prior year. This increase is primarily due to additional volumes from acquisitions made in the second half of 2006 and early 2007. Pengrowth had net income for the second quarter of $271.7 million due in part to an unrealized mark-to-market gain on outstanding commodity contracts of $79.7 million resulting from the change in the fair value of the contracts during the period and a future income tax reduction in the amount of $147.7 million (see Taxes section for additional information). These non-cash amounts do not affect distributable cash for the quarter which was $196.9 million compared to $199.4 million in the prior quarter and $152.3 million in the second quarter of 2006.

PENGROWTH ENERGY TRUST -8-

RESULTS OF OPERATIONS
This discussion contains the results of Pengrowth Energy Trust and its subsidiaries.

Production
Average daily production remained relatively stable in the second quarter of 2007 compared to the first quarter of 2007. The slight decrease is primarily attributable to additional volumes from the CP properties acquisition which closed on January 22, 2007 being offset by planned maintenance shutdowns and non-core property divestments. In comparison to the second quarter of 2006, average daily production increased approximately 59 percent. In addition to the volumes from the CP properties acquisition, the increase is largely due to the Carson Creek and Esprit Trust acquisitions which were completed late in the third quarter and in the fourth quarter of 2006, respectively, and contributions from ongoing development activities. Daily production for the first half of 2007 increased approximately 56 percent compared to the same period of 2006. This is primarily due to the previously mentioned acquisitions made in the third and fourth quarters of 2006 and in January 2007.

At this time, Pengrowth anticipates 2007 full year production of 85,000 to 87,500 boe per day. This estimate reflects expected divestitures during the year of approximately 8,900 boe per day of production at the time of sale. The above estimate excludes the impact from any potential future acquisitions.

Daily Production

		Three months ended												Six months ended
		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Light crude oil (bbls)			27,083				27,461				20,342				27,271				20,800
Heavy oil (bbls)			7,254				6,773				4,869				7,015				4,943
Natural gas (mcf)			280,667				275,495				150,976				278,096				154,407
Natural gas liquids (bbls)			8,519				9,918				5,952				9,215				6,101
Total boe per day			89,633				90,068				56,325				89,850				57,578

Light crude oil production decreased one percent in the second quarter of 2007 compared to the first quarter of 2007. Property divestments in the second quarter more than offset the additional volumes from a full quarter of the CP properties acquisition. Production volumes increased 33 percent in the second quarter of 2007 compared to the second quarter of 2006 and 31 percent for the first half of 2007 compared to the same period in 2006. This increase is primarily due to the addition of approximately 8,700 bbls per day from the CP properties, Esprit Trust and Carson Creek acquisitions that more than offset natural production declines.

Heavy oil production increased seven percent in the second quarter of 2007 compared to the first quarter of 2007 and 49 percent compared to the second quarter of 2006. Production increased 42 percent in the first half of 2007 versus the first half of 2006. Additional volumes from the CP properties acquisition were partially offset by production declines and property divestments.

Natural gas production increased two percent compared to the first quarter of 2007. Additional volumes due to the Sable Offshore Energy Project (SOEP) compression project and the CP properties acquisition mostly offset impacts from planned maintenance shutdowns, property divestments and natural declines. In addition to the above increases, second quarter production increased 86 percent compared to the second quarter of 2006 due to the Esprit Trust and Carson Creek acquisitions, partially offset by production decline. Production for the first half of 2007 increased 80 percent from the first half of 2006.

Natural gas liquids (NGLs) production decreased 14 percent versus the first quarter of 2007. The main reason for the decrease was lower NGL production being sold at Judy Creek compared to the first quarter of 2007 because additional volumes were being used to meet miscible flooding requirements. Compared to the second quarter of 2006, production is up approximately 43 percent due to additional volumes from the Esprit Trust, Carson Creek and CP properties acquisitions. Production for the first half of 2007 increased 51 percent due to the acquisitions.

Pricing and Commodity Risk Management
Compared to the prior quarter, higher U.S. dollar benchmark prices for crude oil and liquids were partially offset by lower natural gas market prices and the strengthening of the Canadian dollar.

As part of our financial management strategy, Pengrowth uses forward price swap and option contracts to manage its exposure to commodity price fluctuations, to provide a measure of stability to monthly cash

PENGROWTH ENERGY TRUST - 9 -

distributions and to partially secure returns on significant new acquisitions. Thus, in conjunction with the CP properties acquisition, Pengrowth increased the volume of commodity price risk management contracts. Pengrowth has committed approximately 15,000 bbls per day and 9,300 bbls per day of crude oil and 100,000 mcf per day and 60,000 mcf per day of natural gas for the remainder of 2007 and 2008, respectively. Each $1 per barrel change in future oil prices would result in approximately $6 million change in the value of the crude contracts. Similarly, each $0.50 per mcf change in future natural gas prices would result in a $19 million change in the value of the natural gas contracts.

In prior periods, hedge accounting was followed for commodity risk management contracts entered into prior to May 2006 and therefore fair valuation and recording of these contracts was not required by GAAP. Pengrowth has not designated currently outstanding commodity contracts as hedges for accounting purposes and therefore must record these contracts on the balance sheet at their fair value and recognize changes in fair value on the statement of income as unrealized commodity risk management gains or losses. There will continue to be volatility in earnings to the extent that the fair value of commodity contracts fluctuates, however, these non-cash amounts do not impact Pengrowth’s operating cash flows. Realized commodity risk management gains or losses are recorded in oil and gas sales on the statement of income.

Average Realized Prices

		Three months ended												Six months ended
(Cdn$)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Light crude oil (per bbl)			69.61				63.59				75.67				66.59				70.27
after realized commodity risk management			71.81				67.24				72.67				69.52				67.91
Heavy oil (per bbl)			43.52				41.54				50.07				42.57				39.52
Natural gas (per mcf)			7.41				7.59				6.69				7.50				7.72
after realized commodity risk management			7.61				7.91				6.76				7.76				7.77
Natural gas liquids (per bbl)			56.42				49.67				58.92				52.81				58.57
Total per boe			53.10				51.22				55.80				52.17				55.71
after realized commodity risk management			54.39				53.30				54.91				53.85				54.98
Benchmark prices
WTI oil (U.S.$  per bbl)			64.98				58.23				70.72				61.63				67.13
AECO spot gas (Cdn$  per gj)			6.99				7.07				5.95				7.03				7.37
NYMEX gas (U.S.$  per mmbtu)			7.55				6.77				6.76				7.16				7.87
Currency (U.S.$/Cdn$)			0.90				0.87				0.89				0.88				0.88

Realized Commodity Risk Management Gains (Losses)

		Three months ended												Six months ended
		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Light crude oil ($ millions)			5.5				9.0				(5.6	)			14.5				(8.9	)
Light crude oil ($  per bbl)			2.20				3.65				(3.00	)			2.93				(2.36	)
Natural gas ($ millions)			5.1				7.8				1.0				12.9				1.3
Natural gas ($  per mcf)			0.20				0.32				0.07				0.26				0.05
Combined ($ millions)			10.6				16.8				(4.6	)			27.4				(7.6	)
Combined ($  per boe)			1.29				2.08				(0.89	)			1.68				(0.73	)

Commodity price contracts in place at June 30, 2007 are detailed in Note 14 to the consolidated financial statements. Additionally, the fair value of the outstanding contracts has been recorded on the balance sheet as a net asset of $32.8 million at period end. An unrealized loss of $4.3 million resulting from the change in fair value from January 1 to June 30, 2007 has been recognized on the statement of income (January 1 to June 30, 2006 — $3.4 million loss). An unrealized gain of $79.7 million resulting from the change in fair value from April 1 to June 30, 2007 has been recognized on the statement of income (April 1 to June 30, 2006 — $3.4 million loss).

PENGROWTH ENERGY TRUST - 10 -

Oil and Gas Sales — Contribution Analysis

($ millions)		Three months ended																								Six months ended
		June 30,				% of				Mar 31,				% of				June 30,				% of				June 30,				% of				June 30,				% of
Sales Revenue		2007				total				2007				total				2006				total				2007				total				2006				total
Light crude oil			177.0				40				166.2				38				134.6				47				343.2				39				255.7				45
Natural gas			194.3				44				196.2				46				92.8				33				390.5				45				217.2				38
Natural gas liquids			43.8				10				44.3				10				31.9				11				88.1				10				64.7				11
Heavy oil			28.6				6				25.4				6				22.2				8				54.0				6				35.4				6
Brokered sales/sulphur			0.3				—				—				—				2.0				1				0.3				—				2.4				—
Total oil and gas sales			444.0								432.1								283.5								876.1								575.4

Oil and Gas Sales — Price and Volume Analysis

The following table illustrates the effect of changes in prices and volumes on the components of oil and gas sales, including the impact of realized commodity risk management activity, for the second quarter of 2007 compared to the first quarter of 2007.

($ millions)		Light oil				Natural gas				NGL				Heavy oil				Other				Total
Quarter ended March 31, 2007			166.2				196.2				44.3				25.4				—				432.1
Effect of change in product prices			14.8				(4.9	)			5.2				1.3				—				16.4
Effect of change in sales volumes			(0.4	)			5.7				(5.8	)			2.1				—				1.6
Effect of change in realized commodity risk management activities			(3.5	)			(2.7	)			—				—				—				(6.2	)
Other			(0.1	)			—				0.1				(0.2	)			0.3				0.1
Quarter ended June 30, 2007			177.0				194.3				43.8				28.6				0.3				444.0

     The following table illustrates the effect of changes in prices and volumes on the components of oil and gas sales, including the impact of realized commodity risk management activity, for the first six months of 2007 compared to the same period of 2006.

($ millions)		Light oil				Natural gas				NGL				Heavy oil				Other				Total
Period ended June 30, 2006			255.7				217.2				64.7				35.4				2.4				575.4
Effect of change in product prices			(18.2	)			(11.1	)			(9.6	)			3.9				—				(35.0	)
Effect of change in sales volumes			82.3				172.8				33.0				14.8				—				302.9
Effect of change in realized commodity risk management activities			23.4				11.6				—				—				—				35.0
Other			—				—				—				(0.1	)			(2.1	)			(2.2	)
Period ended June 30, 2007			343.2				390.5				88.1				54.0				0.3				876.1

Processing and Other Income

		Three months ended												Six months ended
($ millions)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Processing, interest & other income			5.0				4.7				4.1				9.7				7.9
$  per boe			0.62				0.58				0.80				0.60				0.76

Processing, interest and other income is primarily derived from fees charged for processing and gathering third party gas, road use and oil and water processing.

This income represents the partial recovery of operating expenses reported separately.

PENGROWTH ENERGY TRUST - 11 -

Royalties

		Three months ended												Six months ended
($ millions)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Royalty expense			84.0				81.6				45.3				165.6				110.6
$  per boe			10.30				10.06				8.84				10.18				10.61
Royalties as a percent of sales			18.9	%			18.9	%			16.0	%			18.9	%			19.2	%

Royalties include Crown, freehold and overriding royalties as well as mineral taxes. The royalty rate for the second quarter of 2007 has increased from the second quarter of 2006. The lower royalty rate in the second quarter of 2006 was due to a $5 million positive adjustment to the SOEP royalties. The royalty rate for the first half of 2007 is lower than the same period in 2006 and should continue to decrease primarily from the CP properties’ average royalty rate of approximately 15 percent.

The outlook for 2007 is that royalties will average approximately 19 percent of Pengrowth’s sales.

Operating Expenses

		Three months ended												Six months ended
($ millions)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Operating expenses			112.1				101.0				58.0				213.1				112.0
$  per boe			13.74				12.46				11.32				13.10				10.75

Operating expenses increased eleven percent from the first quarter of 2007 or ten percent on a per boe basis. Higher maintenance and a full quarter of expenses related to the CP properties acquisition increased expenses $4 million. In addition, increased expenses were due to higher maintenance expenses at Quirk Creek, Judy Creek and Nipisi. Expenses for the second quarter of 2007 compared to the same period of 2006 increased $54 million. Operating expenses related to the CP properties ($25 million or $15.51 per boe), Esprit ($16 million or $12.58 per boe), and Carson Creek ($6 million or $13.91 per boe) acquisitions accounted for 87 percent of the increase. In addition, increased operations personnel and maintenance costs at Quirk Creek resulted in higher expenses. Operating expenses for the first half of 2007 compared to the first half of 2006 increased 90 percent or $101 million. In addition to the CP properties, Esprit Trust, Carson Creek and Dunvegan acquisitions ($89 million), higher maintenance at Swan Hills and Weyburn, a planned maintenance shutdown at Quirk Creek in June 2007, partly offset by lower utility costs at Tangleflags and Nipisi.

Operating expenses include costs incurred to earn processing and other income which are reported separately.

Pengrowth expects total operating expenses for 2007 of approximately $410 million or $13.00 per boe.

Net Operating Expenses

		Three months ended												Six months ended
($ millions)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Net operating expenses			107.0				96.3				53.9				203.3				104.1
$  per boe			13.12				11.88				10.51				12.50				9.99

Included in the table above are operating expenses net of the previously reported processing and other income.

Transportation Costs

		Three months ended												Six months ended
($ millions)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Light oil transportation			0.8				0.4				0.5				1.2				1.0
$  per bbl			0.34				0.17				0.27				0.25				0.27
Natural gas transportation			2.3				2.2				1.2				4.5				2.5
$  per mcf			0.09				0.09				0.09				0.09				0.09

Pengrowth incurs transportation costs for its product once the product enters a feeder or main pipeline to the title transfer point. The transportation cost is dependant upon third party rates and distance the product travels

PENGROWTH ENERGY TRUST - 12 -

on the pipeline prior to changing ownership or custody. Oil transportation costs increased in the second quarter of 2007 due to additional transportation incurred related to the CP properties. Pengrowth has the option to sell some of its natural gas directly to premium markets outside of Alberta by incurring additional transportation costs. Pengrowth sells most of its natural gas without incurring significant additional transportation costs. Similarly, Pengrowth has elected to sell approximately 65 percent of its crude oil at market points beyond the wellhead but at the first major trading point, requiring minimal transportation costs.

Amortization of Injectants for Miscible Floods

		Three months ended												Six months ended
($ millions)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Purchased and capitalized			5.9				4.7				6.7				10.6				17.3
Amortization			8.6				9.5				8.5				18.1				16.5

The cost of injectants (primarily natural gas and ethane) purchased for injection in miscible flood programs is amortized equally over the period of expected future economic benefit. The cost of injectants purchased in 2006 and 2007 is amortized over a 24 month period. As of June 30, 2007, the balance of unamortized injectant costs was $27.8 million.

The amount purchased and capitalized was lower in the first half of 2007 compared to the same period in 2006 due to the timing of the program. It is expected that the program will increase in upcoming quarters and therefore higher amounts will be purchased. The value of Pengrowth’s proprietary injectants is not recorded as an asset or a sale; the cost of producing these injectants is included in operating expenses.

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, heavy oil, natural gas and natural gas liquids production.

Pengrowth recorded an average operating netback of $29.56 per boe in the second quarter of 2007 compared to $29.87 per boe in the first quarter of 2007 and $33.94 per boe for the second quarter of 2006. The decrease over the second quarter of 2006 is mainly due to slightly lower commodity prices and higher operating costs and royalties. The decrease from the first half of 2006 to the first half of 2007 is a result of lower commodity prices and higher operating costs which are partially offset by lower royalties.

The sales price used in the calculation of operating netbacks is after realized commodity risk management.

		Three months ended												Six months ended
Combined Netbacks ($ per boe)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Sales price			54.39				53.30				54.91				53.85				54.98
Other production income			0.04				—				0.41				0.02				0.24
			54.43				53.30				55.32				53.87				55.22
Processing, interest and other income			0.62				0.58				0.80				0.60				0.76
Royalties			(10.30	)			(10.06	)			(8.84	)			(10.18	)			(10.61	)
Operating expenses			(13.74	)			(12.46	)			(11.32	)			(13.10	)			(10.75	)
Transportation costs			(0.39	)			(0.32	)			(0.35	)			(0.35	)			(0.34	)
Amortization of injectants			(1.06	)			(1.17	)			(1.67	)			(1.11	)			(1.58	)
Operating netback			29.56				29.87				33.94				29.73				32.70

PENGROWTH ENERGY TRUST - 13 -

		Three months ended												Six months ended
Light Crude Netbacks ($ per bbl)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Sales price			71.81				67.24				72.67				69.52				67.91
Other production income			0.08				0.04				1.07				0.06				0.56
			71.89				67.28				73.74				69.58				68.47
Processing, interest and other income			0.34				0.35				0.50				0.34				0.54
Royalties			(11.90	)			(9.88	)			(11.27	)			(10.89	)			(9.22	)
Operating expenses			(14.77	)			(13.14	)			(12.17	)			(13.95	)			(11.53	)
Transportation costs			(0.34	)			(0.17	)			(0.27	)			(0.25	)			(0.27	)
Amortization of injectants			(3.51	)			(3.84	)			(4.61	)			(3.67	)			(4.38	)
Operating netback			41.71				40.60				45.92				41.16				43.61

		Three months ended												Six months ended
Heavy Oil Netbacks ($ per bbl)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Sales price			43.52				41.54				50.07				42.57				39.52
Processing, interest and other income			0.18				0.18				0.16				0.19				0.27
Royalties			(5.33	)			(5.23	)			(4.75	)			(5.29	)			(3.14	)
Operating expenses			(15.37	)			(13.15	)			(16.03	)			(14.30	)			(15.09	)
Operating netback			23.00				23.34				29.45				23.17				21.56

		Three months ended												Six months ended
Natural Gas Netbacks ($ per mcf)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Sales price			7.61				7.91				6.76				7.76				7.77
Other production income			—				—				0.01				—				0.01
			7.61				7.91				6.77				7.76				7.78
Processing, interest and other income			0.16				0.15				0.23				0.16				0.20
Royalties			(1.47	)			(1.67	)			(0.93	)			(1.57	)			(1.75	)
Operating expenses			(2.15	)			(2.01	)			(1.66	)			(2.08	)			(1.60	)
Transportation costs			(0.09	)			(0.09	)			(0.09	)			(0.09	)			(0.09	)
Operating netback			4.06				4.29				4.32				4.18				4.54

		Three months ended												Six months ended
NGLs Netbacks ($ per bbl)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Sales price			56.42				49.67				58.92				52.81				58.57
Royalties			(17.53	)			(14.05	)			(17.67	)			(15.67	)			(21.97	)
Operating expenses			(13.57	)			(12.02	)			(10.20	)			(12.74	)			(9.41	)
Operating netback			25.32				23.60				31.05				24.40				27.19

Interest
Interest expense decreased eight percent to $21.6 million in the second quarter from $23.4 million in the first quarter of 2007. Interest expense increased $15.1 million from $6.5 million in the second quarter of 2006, reflecting a higher average debt level resulting from the CP properties and Esprit Trust acquisitions combined with higher interest rates and standby fees in the quarter. Approximately 20 percent of Pengrowth’s outstanding long term debt as at June 30, 2007 incurs interest expense payable in U.S. dollars and therefore remains subject to fluctuations in the U.S. dollar exchange rate.

PENGROWTH ENERGY TRUST - 14 -

General and Administrative (G&A) Expenses

		Three months ended												Six months ended
($ millions)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Cash G&A expense			14.7				15.1				8.1				29.8				15.6
$  per boe			1.81				1.86				1.59				1.83				1.50
Non-cash G&A expense			1.5				1.7				0.6				3.2				1.9
$  per boe			0.18				0.22				0.11				0.20				0.18
Total G&A			16.2				16.8				8.7				33.0				17.5
Total G&A ($  per boe)			1.99				2.08				1.70				2.03				1.68

The cash component of G&A for the second quarter of 2007 compared to the first quarter of 2007 decreased three percent. In comparison to the second quarter of 2006, the cash component increased $6.6 million due to the transition services fee associated with the CP properties acquisition ($1.4 million), additional salaries and benefits resulting from the recent acquisitions ($2.3 million), higher rent and other professional fees. Cash G&A increased $14.2 million in the first half of 2007 compared to the same period of 2006. This is due to additional salaries and benefits resulting from the recent acquisitions ($5.3 million), the CP transition services fee ($3.0 million), legal fees associated with ongoing litigation ($0.8 million) and professional fees associated with tax matters ($0.9 million), higher rent and other professional fees. The CP transition contract finished on May 31, 2007.

The non-cash component of G&A represents the compensation expense associated with Pengrowth’s long term incentive programs including trust unit rights and deferred entitlement units. The increase in the second quarter and the first half of 2007 versus the same periods in 2006 is due to the significant increase in the number of employees due to recent acquisitions.

Management Fees

		Three months ended												Six months ended
($ millions)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Management Fee			3.0				3.2				3.4				6.2				7.6
$  per boe			0.37				0.39				0.65				0.38				0.73

Commencing July 1, 2006, for the remaining three year term, the maximum fees payable to the Manager are limited to 60 percent of the fees that would have been payable under the original agreement or $12 million plus certain expenses, whichever is lower. The current agreement expires on June 30, 2009 and does not contain a further right of renewal.

Taxes
In determining its taxable income, the Corporation deducts payments made to the Trust, effectively transferring the income tax liability to unitholders thus reducing the Corporation’s taxable income to nil. Under the Corporation’s current distribution policy, at the discretion of the Board, funds can be withheld from distributable cash to fund future capital expenditures, repay debt or other corporate purposes. In the event withholdings increased sufficiently, the Corporation could become subject to taxation on a portion of its income in the future. This can be mitigated through various options including the issuance of additional trust units, increased tax pools from additional capital spending, modifications to the distribution policy or potential changes to the corporate structure.

The CP properties acquisition resulted in Pengrowth recording an additional future tax liability of $310.6 million, representing the difference between the tax basis and the fair value assigned to the acquired assets.

Bill C-52 Budget Implementation Act 2007
On October 31, 2006, the Minister of Finance announced legislative tax proposals which modify the taxation of certain flow-through entities including mutual fund trusts and their unitholders (the “October 31 Proposals”). The October 31 Proposals apply to a specified investment flow-through (SIFT) trust and apply a tax at the trust level on distributions of certain income from such SIFT trust at a rate of tax comparable to the combined federal and provincial corporate tax rate. These distributions will be treated as dividends to the trust unitholders.

PENGROWTH ENERGY TRUST - 15 -

On March 19, 2007, the Government of Canada tabled in Parliament Bill C-52 Budget Implementation Act 2007 which contains the October 31 Proposals. As of June 22, 2007, Bill C-52 received Royal Assent thereby legislating the October 31 Proposals.

Pengrowth believes that it is characterized as a SIFT trust and, as a result, is subject to the October 31 Proposals. The October 31 Proposals are to apply commencing January 1, 2007 for all SIFT trusts that begin to be publicly traded after October 31, 2006 and commencing January 1, 2011 for all SIFT trusts that were publicly traded on or before October 31, 2006. Subject to the qualification below regarding the possible loss of the four year grandfathering period in the case of undue expansion, it is expected that Pengrowth will not be subject to the October 31 Proposals until January 1, 2011.

Under the previous provisions of the Tax Act, Pengrowth could generally deduct in computing its income for a taxation year any amount of income that it distributes to unitholders in the year and, on that basis, Pengrowth was generally not liable for any material amount of tax.

Pursuant to the October 31 Proposals, commencing January 1, 2011, (subject to the qualification below regarding the possible loss of the four year grandfathering period in the case of undue expansion), Pengrowth will not be able to deduct certain of its distributed income (referred to as specified income). Pengrowth will become subject to a distribution tax on this specified income at a special rate estimated to be 31.5 percent.

Pengrowth may lose the benefit of the four year grandfathering period if Pengrowth exceeds the limits on the issuance of new trust units and convertible debt that constitute normal growth during the grandfathering period (subject to certain exceptions). The normal growth limits are calculated as a percentage of Pengrowth’s market capitalization of $4.8 billion on October 31, 2006 as follows: 40 percent for the period November 1, 2006 to December 31, 2007, 20 percent for each of 2008, 2009 and 2010. Unused portions may be carried forward until December 31, 2010. It is anticipated that the issuance of 21,100,000 trust units on December 8, 2006 for proceeds of $461 million will constitute a portion of the 40 percent normal growth limit for the period ending on December 31, 2007.

Pursuant to the October 31 Proposals, the distribution tax will only apply in respect of distributions of income and will not apply to returns of capital.

Future Income Taxes
Future income tax is a non-cash item relating to temporary differences between the accounting and tax basis of Pengrowth’s assets and liabilities and has no immediate impact on Pengrowth’s cash flows. During the second quarter of 2007, Pengrowth recorded a future tax reduction of $147.7 million. Since the October 31 Proposals have received Royal Assent, the tax legislation is considered “substantively enacted” under Canadian accounting guidelines. As a result, we have recorded a future income tax reduction of approximately $71.1 million for the quarter ending June 30, 2007, resulting from the tax basis of the assets in the Trust exceeding their book basis.

Other non-recurring items contributing to the second quarter reduction include the asset disposition program ($46.2 million) and tax rate reduction ($10.0 million).

Depletion, Depreciation and Accretion

		Three months ended												Six months ended
($ millions)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Depletion and depreciation			163.1				162.5				67.8				325.6				138.9
$  per boe			20.00				20.05				13.23				20.02				13.33
Accretion			6.5				6.5				3.9				13.0				7.2
$  per boe			0.79				0.81				0.76				0.80				0.69

Depletion and depreciation of property, plant and equipment is provided on the unit of production method based on total proved reserves. The increase in 2007 rates for depletion and depreciation and accretion is due to the inclusion of the property, plant and equipment from the CP properties, Carson Creek and Esprit Trust acquisitions, over the applicable periods.

Pengrowth’s Asset Retirement Obligations (ARO) liability increased due to acquisitions and by the amount of accretion, which is a charge to net income as a result of the passage of time.

PENGROWTH ENERGY TRUST - 16 -

Asset Retirement Obligations
The total future ARO is estimated by management based on estimated costs to remediate, reclaim and abandon wells and facilities having regard for Pengrowth’s working interest and the estimated timing of the costs to be incurred in future periods. Pengrowth has estimated the net present value of its total ARO to be $334.2 million as at June 30, 2007 (December 31, 2006 — $255.3 million), based on a total escalated future liability of $2,052 million (December 31, 2006 — $1,530 million). These costs are expected to be incurred over 50 years with the majority of the costs incurred between 2035 and 2054. A credit adjusted risk free rate of eight percent and an inflation rate of two percent per annum were used to calculate the net present value of the ARO.

Capital Expenditures
During the first half of 2007, Pengrowth spent $141.3 million on development and optimization activities. The largest expenditures were at Judy Creek ($19.0 million), Tangleflags ($8.4 million), Twining ($7.4 million), Carson Creek ($6.8 million), Swan Hills ($5.6 million), Weyburn ($5.6 million), SOEP ($4.8 million) and Wildmint ($4.6 million).

		Three months ended												Six months ended
($ millions)		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Geological and geophysical			2.3				3.5				1.1				5.8				2.3
Drilling and completions			36.6				77.6				33.5				114.2				91.3
Plant and facilities			2.6				9.6				7.5				12.2				20.9
Land purchases			2.9				6.2				5.0				9.1				7.7
Development capital			44.4				96.9				47.1				141.3				122.2
Other capital			5.1				1.9				0.9				7.0				0.9
Total capital expenditures			49.5				98.8				48.0				148.3				123.1
Business acquisitions			0.6				922.7				—				923.3				—
Property acquisitions			—				—				3.5				—				53.3
Proceeds on property dispositions			(197.3	)			(74.7	)			(1.1	)			(272.0	)			(17.8	)
Net capital expenditures and acquisitions			(147.2	)			946.8				50.4				799.6				158.6

Pengrowth currently anticipates capital expenditures for maintenance and development of approximately $275 million for 2007 and $25 million for other capital including leasehold improvements (net of tenant leasehold inducements), furniture and equipment for its new head office building.

Acquisitions and Dispositions
Pengrowth completed asset sales for proceeds of approximately $207 million ($197 million net of adjustments) in the second quarter of 2007 and $282 million ($272 million net of adjustments) for the first six months of 2007. The proceeds were used to partially repay the $600 million bridge facility. Pengrowth expects to realize additional proceeds of approximately $180 million bringing the total for 2007 to approximately $450 million from non-core property dispositions.

Working Capital
The working capital deficiency increased by $294.5 million from $149.9 million at December 31, 2006 to $444.4 million at June 30, 2007. Most of the increased working capital deficiency is attributable to an increase in short term bank indebtedness due to the CP properties acquisition which closed on January 22, 2007. The proceeds of the property disposition program have been applied to reduce the bank indebtedness in the first half of 2007. On July 13, 2007, additional revolving term debt capacity was used to fully repay the balance of the short term bank indebtedness which had $322 million outstanding at June 30, 2007.

Pengrowth frequently operates with a working capital deficiency as a result of the fact that distributions related to two production months of operating income are payable to unitholders at the end of any month, but only one month of production is still receivable. For example, at the end of May, distributions related to April and May production months were payable on June 15 and July 15 respectively. April’s production revenue, received on May 25, is temporarily applied against Pengrowth’s term credit facility until the distribution payment on June 15.

PENGROWTH ENERGY TRUST - 17 -

Financial Resources and Liquidity
Pengrowth’s capital structure is as follows:

		As at				As at				As at
		June 30				December 31				June 30
($ thousands)		2007				2006				2006
Term credit facilities			720,000				257,000				162,000
Senior unsecured notes			318,328				347,200				326,310
Working capital deficit			117,201				140,563				78,347
Note payable			—				—				20,000
Bank indebtedness			327,193				9,374				(1,197	)
Net debt excluding convertible debentures			1,482,722				754,137				585,460
Convertible debentures			75,079				75,127				—
Net debt including convertible debentures			1,557,801				829,264				585,460
Trust unitholders’ equity			2,913,152				3,049,677				1,430,850
Net debt excluding convertible debentures as a percentage of total book capitalization			33.7	%			19.8	%			29.0	%
Net debt including convertible debentures as a percentage of total book capitalization			34.8	%			21.4	%			29.0	%
12 months trailing cash flow from operating activities			657,597				554,368				638,724
Net debt excluding convertible debentures to cash flow from operating activities			2.3				1.4				0.9
Net debt including convertible debentures to cash flow from operating activities			2.4				1.5				0.9

The $729 million increase in net debt excluding convertible debentures from December 31, 2006 is attributable to the funds borrowed for the CP properties acquisition and Pengrowth’s capital program. The net debt to cash flow is higher in the first half of 2007 compared to the same period in 2006 as a result of the increased debt levels associated with the CP properties, Esprit Trust and Carson Creek acquisitions and 12 months trailing cash flow from operating activities not including a full 12 month contribution from the acquired assets.

Pengrowth funds its capital expenditures through a combination of cash withholdings, available credit from its bank credit facilities and proceeds from exercise of trust unit rights and the distribution reinvestment plan. The credit facilities and other sources of cash are expected to be sufficient to meet Pengrowth’s near term capital requirements and provide the flexibility to pursue profitable growth opportunities. A significant decline in oil and natural gas prices could impact our access to bank credit facilities and our ability to fund operations, maintain distributions and pursue profitable growth opportunities.

On June 15, 2007, Pengrowth increased its term credit facility and extended the maturity date to June 16, 2010. At June 30, 2007, Pengrowth maintained a $1.2 billion term credit facility and a $35 million operating line of credit. These facilities were reduced by drawings of $720 million and by $17 million in letters of credit outstanding at quarter end. Pengrowth remains well positioned to fund its 2007 development program and to take advantage of acquisition opportunities as they arise. At June 30, 2007, Pengrowth had approximately $489 million available to draw from its credit facilities. At June 30, 2007, Pengrowth also maintained a $600 million bridge facility which was drawn to fund the CP properties acquisition. The bridge facility was drawn by $322 million at June 30, 2007.

On July 13, 2007, with proceeds from Pengrowth’s increased term credit facility, Pengrowth fully repaid the remaining $322 million outstanding on the bridge facility that was due January 22, 2008. On July 26, 2007, Pengrowth closed a U.S. $400 million offering of notes issued on a private placement basis in the United States. The private placement consists of 6.35 percent notes due in 2017. The notes are unsecured and rank equally with Pengrowth’s bank facilities and existing term notes. As of July 31, 2007, Pengrowth had unused credit capacity of approximately $580 million.

Pengrowth does not have any off balance sheet financing arrangements.

Pengrowth’s U.S. $200 million senior unsecured notes, pound sterling denominated £50 million senior unsecured notes and the credit facilities have certain financial covenants which may restrict the total amount of Pengrowth’s borrowings. The calculation for each ratio is based on specific definitions, is not in accordance with GAAP and cannot be readily replicated by referring to Pengrowth’s financial statements. The financial covenants are different between the credit facilities and the senior unsecured notes and some of the covenants are summarized below:

PENGROWTH ENERGY TRUST - 18 -

	1.		Total senior debt should not be greater than three times Earnings Before Income Taxes Depreciation and Amortization (EBITDA) for the last four fiscal quarters
	2.		Total debt should not be greater than 3.5 times EBITDA for the last four fiscal quarters
	3.		Total senior debt should be less than 50 percent of total book capitalization
	4.		EBITDA should not be less than four times interest expense

In the event that Pengrowth enters into a significant acquisition, certain credit facility financial covenants are relaxed for two fiscal quarters after the close of the acquisition. Pengrowth may also make certain pro forma adjustments in calculating the financial covenant ratios.

The actual loan documents are filed on SEDAR as Other Material Contracts. As at June 30, 2007, Pengrowth was in compliance with all its financial covenants. Failing a financial covenant may result in one or more of Pengrowth’s loans being in default. In certain circumstances, being in default of one loan may result in other loans to also be in default. In the event that Pengrowth was not in compliance with any one of the financial covenants in its credit facility or senior unsecured notes, Pengrowth would be in default of one or more of its loans and would have to repay the debt, refinance the debt or negotiate new terms with the debt holders and may have to suspend distributions to unitholders.

As a result of the October 2, 2006 business combination with Esprit Trust, Pengrowth assumed all of Esprit Trust’s 6.5 percent convertible unsecured subordinated debentures (the “debentures”). The debentures were originally issued on July 28, 2005 with interest paid semi-annually in arrears on June 30 and December 31 of each year. Each $1,000 principal amount of debentures is convertible at the option of the holder at any time into fully paid Pengrowth trust units at a conversion price of $25.54 per trust unit. The debentures mature on December 31, 2010. After December 31, 2008, Pengrowth may elect to redeem all or a portion of the outstanding Debentures at a price of $1,050 per debenture or $1,025 per debenture after December 31, 2009. As at June 30, 2007, the principal amount of debentures outstanding was $74.7 million.

Distributable Cash and Distributions
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 and payout ratio:

($ thousands, except per trust unit amounts)		Three months ended												Six months ended
		June 30, 2007				Mar 31, 2007				June 30, 2006				June 30, 2007				June 30, 2006
Cash flows from operating activities (1)			249,960				136,429				126,800				386,389				283,160
Change in non-cash operating working capital (1)			(51,428	)			64,330				25,745				12,902				10,645
Funds generated from operations			198,532				200,759				152,545				399,291				293,805
Change in remediation trust funds			(1,598	)			(1,365	)			(279	)			(2,963	)			(670	)
Distributable cash (2)			196,934				199,394				152,266				396,328				293,135
Capital expenditures			(49,467	)			(98,785	)			(47,999	)			(148,252	)			(123,060	)
Distributable cash after capital			147,467				100,609				104,267				248,076				170,075
Distributions paid or declared			184,327				183,534				120,597				367,861				240,899
Distributable cash per trust unit			0.80				0.82				0.95				1.62				1.83
Distributions paid or declared per trust unit			0.75				0.75				0.75				1.50				1.50
Payout ratio (3)			94	%			92	%			79	%			93	%			82	%
Payout ratio after capital (4)			125	%			182	%			116	%			148	%			142	%