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

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

Date of Report (Date of earliest event reported): 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 82.0102 ~~Other~~Results ~~Events~~of Operation and Financial Condition.

On November 15, 2010, Mesa Offshore Trust issued a press release announcing that JP Morgan Chase Bank, N.A. (the “Trustee”), onintends ~~behalf of~~to ~~the~~make ~~Mesa Offshore Trust (~~the ~~“Trust”),~~final ~~announced~~liquidating ~~today~~distribution ~~that~~in ~~certain~~the ~~unitholders~~amount of ~~the~~$0.012984 ~~Trust~~per ~~have~~unit, ~~made~~for aan ~~demand~~aggregate ~~for~~distribution ~~arbitration~~of ~~(“Demand~~approximately $934,591, ~~for~~to ~~Arbitration”) under~~unit ~~the~~holders ~~Final~~on ~~Settlement~~or ~~Agreement~~about ~~dated~~November ~~May 19~~29, ~~2009~~2010, ~~(the~~absent ~~“Settlement~~any unforeseen ~~Agreement”)~~circumstances. AsDistributions awill ~~result~~be made in cash to unit holders of ~~the~~record ~~Demand for~~as ~~Arbitration~~of ~~and~~February ~~potential~~22, ~~expenses~~2010. The ~~and~~Trustee ~~related~~has ~~contingencies~~paid ~~associated with~~or ~~the~~reserved ~~Demand~~approximately $660,000 ~~for~~in ~~Arbitration~~additional ~~and~~expenses ~~the~~since ~~resolution~~September ~~thereof~~30, ~~the~~2010 ~~Trustee~~in ~~has~~connection with ~~decided~~Trust toexpenses ~~withhold~~and ~~current~~the ~~funds~~winding ~~held~~up byand liquidation of the Trust asfrom athe ~~reserve for these~~cash ~~contingent~~balance ~~expenses~~of ~~and~~approximately to$1.6 ~~defer~~million ~~making~~as ~~any~~of ~~final~~September ~~liquidating~~30, ~~distribution at this time~~2010.

The Trustee ~~claimants~~will ~~contend~~continue ~~that~~to ~~Pioneer~~act ~~should~~as ~~have~~Trustee ~~sold~~ and ~~accepted~~exercise anits ~~offer~~powers ~~from~~for ~~some of~~ the ~~claimant’s to buy an inchoate overriding~~purpose ~~royalty interest in Brazos A-39, which constituted part~~ of ~~the~~liquidating ~~Pioneer settlement~~and ~~interests~~winding ~~and~~up the ~~interest~~affairs of the ~~Mesa Offshore~~ Trust ~~Partnership (the~~at ~~“Partnership”). The~~its ~~offer~~termination ~~made for~~until ~~this~~its ~~interest~~duties ~~was~~have ~~$125,000,~~been ~~which~~fully ~~would~~performed ~~represent~~and ~~approximately~~the ~~$0.0017~~Trust ~~per~~estate is finally ~~unit~~distributed. ~~Such~~In ~~claimants~~accordance ~~did~~with ~~not offer to buy~~ the ~~interest in the public auction of this and other interests held in~~ ~~accordance~~Trust ~~with~~Indenture, the ~~Settlement~~Trustee ~~Agreement. The~~will ~~Settlement~~as ~~Agreement~~promptly ~~set~~as ~~forth~~possible ~~that~~distribute if the ~~public auction did not~~assets ~~result~~ in ~~a sale of~~ the ~~properties,~~Trust ~~“Pioneer~~estate ~~will~~(including ~~have~~settlement ~~the~~proceeds), ~~absolute~~after ~~right~~paying, insatisfying ~~its~~and ~~sole~~discharging ~~discretion, to cancel, extinguish, or otherwise dispose of~~ all ~~or part~~ of ~~such interests.” The Trustee has been informed by Pioneer that~~ the ~~Brazos~~liabilities ~~A-39~~of ~~lease reverted to~~ the ~~Mineral Management~~Trust, ~~Service in early March 2010~~or, ~~180~~when ~~days after the Midway Well~~necessary, ~~ceased~~setting ~~production~~up ~~back~~reserves in ~~September 2009. In~~such ~~addition,~~amounts as ~~previously announced,~~ the ~~Mesa~~Trustee ~~Offshore~~in ~~Royalty~~its ~~Trust~~discretion deems ~~Partnership~~appropriate ~~was~~for ~~dissolved~~contingent ~~in June 2010~~liabilities.

~~The Trustee~~Pursuant ~~will continue~~ to ~~act~~General Instruction asB.2 ~~Trustee~~of ~~and~~Form 8-K, ~~exercise~~the ~~its~~press ~~powers~~release ~~for~~attached ~~the~~as ~~purpose~~Exhibit 99.1 ofis ~~liquidating~~not ~~and~~“filed” ~~winding~~for uppurposes ~~the~~of ~~affairs~~Section 18 of the ~~Trust~~Securities atExchange ~~its termination until~~Act ~~its~~of ~~duties~~1934, ~~have~~as ~~been~~amended ~~fully performed and~~ (the ~~Trust~~“Exchange ~~estate~~Act”), is ~~finally distributed. In~~not ~~accordance~~subject ~~with~~to the ~~Trust~~ ~~Indenture,~~liabilities ~~the~~of that ~~Trustee~~section ~~will~~and asis ~~promptly~~not asdeemed ~~possible~~incorporated ~~distribute~~by ~~the remaining~~reference ~~assets~~ in ~~the~~any ~~Trust~~filing ~~estate (including settlement proceeds), after~~under ~~paying,~~the ~~satisfying~~Exchange ~~and~~Act ~~discharging~~or ~~all of~~ the ~~liabilities~~Securities Act of ~~the Trust~~1933, ~~or, when~~as ~~necessary~~amended, ~~setting~~but upis ~~reserves in such amounts as the Trustee in its~~instead ~~discretion~~furnished ~~deems~~for ~~appropriate~~purposes ~~for~~of ~~contingent~~that ~~liabilities~~instruction.

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 ~~July~~November 2315, 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
	Mesa Offshore Trust
	By:	JPMorgan Chase Bank, N.A., as Trustee for Mesa Offshore Trust
		as Trustee for Mesa Offshore Trust
Date: November 15, 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.,
		The Bank of New York Mellon Trust Company, N.A., as attorney-in-fact for the Trustee
		as attorney-in-fact for the Trustee

EXHIBIT INDEX

Exhibit 99.1 Mesa Offshore Trust Press Release dated July 23, 2010.

Exhibit		Description

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

Filing Compare · MESA OFFSHORE TRUST