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~~July 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~~certain ~~Resources~~unitholders ~~USA, Inc.~~of ~~(“Pioneer”),~~the inTrust ~~its~~have ~~capacity~~made asa ~~Managing~~demand ~~General~~for ~~Partner of~~arbitration ~~Mesa Offshore Royalty Partnership~~ (~~the~~ “~~Partnership~~Demand for Arbitration”), under ~~informed~~ the ~~Trustee that~~Final itSettlement ~~filed~~Agreement adated ~~Certificate~~May 19, of2009 ~~Termination with~~ (the ~~Secretary~~“Settlement Agreement”). As ofa ~~State~~result of the Demand ~~State~~for ofArbitration ~~Texas~~and onpotential ~~June 23,~~expenses ~~2010~~ and ~~the~~related ~~Partnership~~contingencies ~~was dissolved in~~associated ~~accordance~~ with the ~~First~~Demand ~~Amended~~for ~~and~~Arbitration ~~Restated Articles of General Partnership~~ and ~~with~~ the ~~settlement~~resolution ~~agreement. Pioneer~~thereof, ~~also advised~~ the Trustee ~~that~~has decided itto ~~does~~withhold ~~not~~current ~~anticipate~~funds ~~recovering any~~held ~~potential~~by ~~remaining~~the ~~payments~~Trust ~~that~~as ~~might~~a ~~otherwise~~reserve befor ~~forthcoming in favor~~these ofcontingent ~~the~~expenses ~~Partnership~~and ~~due~~ to ~~outstanding~~defer ~~liabilities~~making ~~owed~~any byfinal ~~the~~liquidating ~~Partnership. The~~distribution ~~Partnership was owned 99.99% by the Trust~~at ~~and~~this 0time.~~01% by Pioneer.~~

The ~~Trustee~~ ~~will~~claimants ~~continue~~contend tothat ~~act~~Pioneer asshould ~~Trustee~~have sold and ~~exercise~~accepted ~~its~~an ~~powers~~offer ~~for~~from ~~the~~some ~~purpose~~ of ~~liquidating~~the ~~and~~claimant’s ~~winding~~to upbuy ~~the~~an ~~affairs~~inchoate ofoverriding royalty ~~the~~interest ~~Trust~~in atBrazos ~~its~~A-39, ~~termination~~which ~~until its~~constituted ~~duties~~part ~~have~~of ~~been~~the ~~fully~~Pioneer settlement ~~performed~~interests and the ~~Trust~~interest ~~estate~~of isthe ~~finally distributed. In~~Mesa ~~accordance~~Offshore ~~with the~~ Trust ~~Indenture,~~ Partnership (the ~~Trustee~~“Partnership”). The ~~will~~offer asmade ~~promptly as possible distribute the~~for ~~remaining~~this ~~assets~~interest inwas ~~the~~$125,000, ~~Trust~~which ~~estate~~would ~~(including~~represent ~~settlement~~approximately ~~proceeds),~~$0.0017 ~~after~~per ~~paying,~~unit. Such ~~satisfying~~claimants ~~and~~did ~~discharging~~not ~~all~~offer ofto buy the ~~liabilities~~interest ofin the ~~Trust,~~public ~~or, when~~auction ~~necessary,~~of ~~setting~~this upand ~~reserves~~other ininterests ~~such~~held ~~amounts~~in accordance aswith the ~~Trustee~~Settlement ~~in its~~Agreement. ~~discretion~~The ~~deems~~Settlement ~~appropriate~~Agreement ~~for~~set ~~contingent~~forth ~~liabilities. The~~that ~~Trustee~~if ~~currently~~the ~~anticipates~~public ~~that~~auction itdid not ~~will~~result ~~pay~~in ~~current~~a ~~liabilities~~sale ~~and~~of ~~determine~~the ~~such~~properties, ~~reserves~~“Pioneer ~~for~~will ~~other~~have ~~liabilities during~~ the ~~first~~absolute ~~week of July 2010~~right, ~~determine~~in its ~~and~~sole ~~announce~~discretion, ~~the~~to ~~final liquidating~~cancel, ~~distribution~~extinguish, ~~and~~or ~~make~~otherwise ~~payment~~dispose of ~~the~~all ~~final~~or ~~liquidating distribution~~part ~~by the end~~ of ~~July 2010~~such interests.” ~~As previously~~The ~~announced~~Trustee ashas ~~part of the liquidation~~been ~~and~~informed ~~termination~~by ofPioneer ~~the~~that ~~Trust,~~ the ~~Trustee~~Brazos ~~set~~A-39 ~~February 22,~~lease ~~2010~~reverted asto the Mineral ~~record~~Management ~~date~~Service ~~for~~in ~~unit~~early ~~holders~~March 2010, ~~entitled~~180 todays ~~payments~~after ofthe ~~any~~Midway ~~final liquidating~~Well ~~distributions. Accordingly,~~ceased ~~the~~production ~~Trustee will~~back ~~make~~in ~~payment~~September 2009. In ofaddition, ~~this~~as ~~final~~previously ~~liquidating~~announced, ~~distribution~~the ~~only~~Mesa toOffshore ~~unitholders~~Royalty ofTrust ~~record~~Partnership aswas ofdissolved ~~February 22,~~in June 2010.

~~Pursuant~~The Trustee will continue to ~~General~~act ~~Instruction~~as ~~B.2~~Trustee ofand ~~Form 8-K, the~~exercise ~~press~~its ~~release~~powers ~~attached~~for asthe ~~Exhibit 99.1~~purpose of isliquidating ~~not~~and ~~“filed”~~winding ~~for~~up ~~purposes~~the ~~of Section 18~~affairs of the ~~Securities~~Trust ~~Exchange~~at ~~Act~~its oftermination ~~1934,~~until its asduties ~~amended~~have (been fully performed and the ~~“Exchange Act”),~~Trust estate is ~~not~~finally distributed. In ~~subject~~accordance towith the Trust ~~liabilities~~Indenture, ofthe ~~that~~Trustee ~~section~~will ~~and~~as ispromptly ~~not~~as ~~deemed incorporated~~possible bydistribute ~~reference~~the remaining assets in ~~any~~the ~~filing~~Trust ~~under~~estate ~~the~~(including ~~Exchange~~settlement ~~Act~~proceeds), orafter paying, satisfying and discharging all of the ~~Securities~~ ~~Act~~liabilities of ~~1933~~the Trust, asor, when ~~amended~~necessary, ~~but~~setting isup ~~instead~~reserves ~~furnished~~in ~~for~~such ~~purposes~~amounts ofas the Trustee in its ~~that~~discretion ~~instruction~~deems appropriate for contingent liabilities.

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 any final liquidating distribution only to unitholders of record as of February 22, 2010.

Pursuant to General Instruction B.2 of Form 8-K, the Notice to Unitholders of Mesa Offshore Trust 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~~July 2823, 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
Date: July 23, 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~~July 2823, 2010.

Filing Compare · MESA OFFSHORE TRUST