UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 23, 2010

Mesa Offshore Trust

(Exact name of registrant as specified in its charter)

Texas	1-08432	76-6004065
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation )	File Number)	Identification No.)

JPMorgan Chase Bank, N.A., Trustee
919 Congress Avenue
Austin, Texas		78701
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 1-800-852-1422

NOT APPLICABLE

(Former name or former address, if changed since last report.)

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

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

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

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

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

Item 8.01 Other Events.

JP Morgan Chase Bank, N.A. (the “Trustee”), on behalf of the Mesa Offshore Trust (the “Trust”), announced today that Pioneer Natural Resources USA, Inc. (“Pioneer”), in its capacity as Managing General Partner of Mesa Offshore Royalty Partnership (the “Partnership”), informed the Trustee that it filed a Certificate of Termination with the Secretary of State of the State of Texas on June 23, 2010 and the Partnership was dissolved in accordance with the First Amended and Restated Articles of General Partnership and with the settlement agreement. Pioneer also advised the Trustee that it does not anticipate recovering any potential remaining payments that might otherwise be forthcoming in favor of the Partnership due to outstanding liabilities owed by the Partnership. The Partnership was owned 99.99% by the Trust and 0.01% by Pioneer.

The Trustee will continue to act as Trustee and exercise its powers for the purpose of liquidating and winding up the affairs of the Trust at its termination until its duties have been fully performed and the Trust estate is finally distributed. In accordance with the Trust Indenture, the Trustee will as promptly as possible distribute the remaining assets in the Trust estate (including settlement proceeds), after paying, satisfying and discharging all of the liabilities of the Trust, or, when necessary, setting up reserves in such amounts as the Trustee in its discretion deems appropriate for contingent liabilities. The Trustee currently anticipates that it will pay current liabilities and determine such reserves for other liabilities during the first week of July 2010, determine and announce the final liquidating distribution, and make payment of the final liquidating distribution by the end of July 2010. As previously announced as part of the liquidation and termination of the Trust, the Trustee set February 22, 2010 as the record date for unit holders entitled to payments of any final liquidating distributions. Accordingly, the Trustee will make payment of this final liquidating distribution only to unitholders of record as of February 22, 2010.

Pursuant to General Instruction B.2 of Form 8-K, the press release attached as Exhibit 99.1 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, but is instead furnished for purposes of that instruction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Mesa Offshore Trust Press Release dated June 28, 2010.

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 hereunto duly authorized.

	MESA OFFSHORE TRUST

	By:	JPMorgan Chase Bank, N.A.,
		as Trustee for Mesa Offshore Trust


Date: June 28, 2010	By:	/s/ MIKE ULRICH
		Mike Ulrich
		Vice President
		The Bank of New York Trust Company, N.A.,
		as attorney-in-fact for the Trustee

EXHIBIT INDEX

Exhibit 99.1 Mesa Offshore Trust Press Release dated June 28, 2010.

MESA OFFSHORE TRUST 8-K