UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~REPORT

~~Date~~Pursuant ofto ~~Report~~Section 13 ~~(Date~~or 15(d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported):~~Act ~~November 15,~~of ~~2010~~1934

Date of Report (Date of earliest event reported): December 6, 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 28.0201 ~~Results~~Other ~~of Operation and Financial Condition~~Events.

On As previously reported, on November 1529, 2010, ~~Mesa~~ ~~Offshore~~J.P. ~~Trust issued a press release announcing that JP~~ Morgan Chase Bank, N.A. (the “Trustee”), ~~intends~~as toTrustee ~~make~~of Mesa Offshore Trust (the “Trust”), made a second and final liquidating distribution in the ~~amount~~ amount of $0.012984 per unit, for an aggregate distribution of approximately $934,591, to unit holders on ~~or about~~ November 29, 2010,. The ~~absent~~final ~~any~~liquidating ~~unforeseen circumstances. Distributions~~distribution ~~will~~was be made in cash to unit holders of record as of February 22, 2010~~. The Trustee has paid or reserved approximately $660~~,~~000~~ ~~in additional expenses since September 30, 2010 in connection with Trust expenses and~~ the ~~winding~~date upon ~~and~~which ~~liquidation of~~ the Trust’s ~~from the cash~~unit ~~balance~~transfer ofbooks ~~approximately~~were $1closed.~~6 million as of September 30, 2010.~~

~~The Trustee~~After ~~will~~giving ~~continue~~effect to ~~act~~this asfinal ~~Trustee~~liquidating distribution, ~~and~~the ~~exercise~~Trust ~~its~~had ~~powers~~a ~~for~~cash ~~the~~balance ~~purpose~~ of ~~liquidating~~approximately $506,000 and estimated ~~winding~~current upliabilities ~~the~~(based ~~affairs~~on ofactual ~~the~~current ~~Trust~~liabilities ~~at its termination until~~together ~~its~~with ~~duties~~final ~~have~~accounting, ~~been~~tax, ~~fully~~legal ~~performed~~ and ~~the~~other ~~Trust~~termination ~~estate~~costs isestimated ~~finally~~by ~~distributed. In~~vendors) ~~accordance~~of ~~with~~approximately ~~the~~$465,000. The ~~Trust~~balance ~~Indenture,~~represents ~~the~~an ~~Trustee~~immaterial ~~will~~amount asof ~~promptly~~reserves asto ~~possible~~cover ~~distribute~~any ~~the assets~~remaining inexpenses ~~the~~and ~~Trust~~contingencies, ~~estate~~and ~~(including~~no ~~settlement~~further ~~proceeds),~~distributions ~~after~~will ~~paying,~~be ~~satisfying and~~made ~~discharging~~to ~~all~~former unit holders of the ~~liabilities~~Trust. The ofTrust’s dissolution ~~the~~activities ~~Trust,~~are oressentially complete. Accordingly, ~~when~~this ~~necessary,~~Current Report on Form 8-K ~~setting~~will upbe ~~reserves~~the infinal ~~such~~report ~~amounts~~filed asby the ~~Trustee~~Trust inpursuant ~~its~~to ~~discretion~~the ~~deems~~Securities Exchange ~~appropriate~~Act ~~for~~of ~~contingent~~1934, ~~liabilities~~as amended (the “Exchange Act”).

~~Pursuant~~The toTrust ~~General Instruction~~intends ~~B.2~~to offile a Form ~~8-K,~~15 terminating the ~~press~~registration ~~release~~of ~~attached~~its asunits ~~Exhibit 99.1 is~~of ~~not~~beneficial ~~“filed”~~interest ~~for~~under ~~purposes of~~ Section 18 12(g) of ~~the Securities Exchange Act~~ ~~of 1934, as amended (~~the “Exchange Act~~”),~~ ispromptly ~~not~~after ~~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,~~this asReport ~~amended,~~on ~~but is instead furnished for purposes of that instruction~~Form 8-K.

~~Item 9.01 Financial Statements and Exhibits.~~2

~~(d) Exhibits.~~SIGNATURES

~~Exhibit 99.1 Mesa~~Pursuant ~~Offshore Trust~~to ~~Press~~the ~~Release~~requirements ~~dated~~of ~~November 15~~the Securities Exchange Act of 1934, ~~2010~~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: December 6, 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

~~SIGNATURES~~3

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: November 15, 2010	By:	/s/ Mike Ulrich
		Mike Ulrich
		Vice President
		The Bank of New York Mellon Trust Company, N.A., as attorney-in-fact for the Trustee

EXHIBIT INDEX

Exhibit		Description
99.1		Mesa Offshore Trust Press Release dated November 15, 2010.

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