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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO
     _______________

                         COMMISSION FILE NUMBER 1-8432

                              MESA OFFSHORE TRUST
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        TEXAS                                                  76-6004065
(STATE OF INCORPORATION                                    (I.R.S. EMPLOYER
   OR ORGANIZATION)                                        IDENTIFICATION NO.)

          CHASE BANK OF TEXAS,
          NATIONAL ASSOCIATION
        CORPORATE TRUST DIVISION
             712 MAIN STREET
             HOUSTON, TEXAS                                        77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)

                                 (713) 216-6369
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

     As of May 12, 1998 -- 71,980,216 Units of Beneficial Interest in Mesa
Offshore Trust.

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<PAGE>
                        PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              MESA OFFSHORE TRUST

                       STATEMENTS OF DISTRIBUTABLE INCOME
                                  (UNAUDITED)

                                          THREE MONTHS ENDED
                                              MARCH 31,
                                       ------------------------
                                          1998         1997
                                       ----------  ------------
Royalty income.......................  $  694,318  $  1,111,555
Interest income......................      27,757        17,612
General and administrative expense...     (66,037)     (619,634)
                                       ----------  ------------
     Distributable income............  $  656,038  $    509,533
                                       ==========  ============
     Distributable income per unit...  $    .0091  $      .0070
                                       ==========  ============

               STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

                                          MARCH 31,         DECEMBER 31,
                                             1998               1997
                                       ----------------     -------------
                                         (UNAUDITED)
               ASSETS
Cash and short-term investments......  $      2,628,281     $   2,993,764
Interest receivable..................            27,757            32,568
Net overriding royalty interest in
  oil and gas properties.............       380,905,000       380,905,000
Accumulated amortization.............      (380,736,258)     (380,656,800)
                                       ----------------     -------------
                                       $      2,824,780     $   3,274,532
                                       ================     =============

    LIABILITIES AND TRUST CORPUS
Reserve for Trust expenses...........  $      2,000,000     $   2,000,000
Distributions payable................           656,038         1,026,332
Trust corpus (71,980,216 units of
  beneficial interest
  authorized and outstanding)........           168,742           248,200
                                       ----------------     -------------
                                       $      2,824,780     $   3,274,532
                                       ================     =============

  (The accompanying notes are an integral part of these financial statements.)

                                       1
<PAGE>
                              MESA OFFSHORE TRUST

                     STATEMENTS OF CHANGES IN TRUST CORPUS
                                  (UNAUDITED)

                                           THREE MONTHS ENDED
                                               MARCH 31,
                                       --------------------------
                                           1998          1997
                                       ------------  ------------
Trust corpus, beginning of period....  $    248,200  $  1,062,405
Distributable income.................       656,038       509,533
Distributions to unitholders.........      (656,038)     (509,533)
Amortization of net overriding
  royalty
  interest...........................       (79,458)      (55,776)
                                       ------------  ------------
Trust corpus, end of period..........  $    168,742  $  1,006,629
                                       ============  ============

  (The accompanying notes are an integral part of these financial statements.)

                                       2
<PAGE>
                              MESA OFFSHORE TRUST
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE 1 -- TRUST ORGANIZATION

     The Mesa Offshore Trust (the "Trust") was created effective December 1,
1982 when Mesa Petroleum Co., predecessor to Mesa Limited Partnership, which was
the predecessor to MESA Inc., transferred a 99.99% interest in the Mesa Offshore
Royalty Partnership (the "Partnership") to the Trust. The Partnership was
created to receive and hold a 90% net overriding royalty interest (the
"Royalty") in ten producing and nonproducing oil and gas properties located in
federal waters offshore Louisiana and Texas (the "Royalty Properties"). Until
August 7, 1997, MESA Inc. owned and operated its assets through Mesa Operating
Co. ("Mesa"), the operator of the Royalty Properties. Mesa Operating Co. is
also the managing general partner of the Partnership (the Managing General
Partner). On August 7, 1997, MESA Inc. merged with and into Pioneer Natural
Resources Company ("Pioneer"), formerly a wholly owned subsidiary of MESA,
Inc., and Parker & Parsley Petroleum Company merged with and into Pioneer
Natural Resources USA, Inc. (successor to Mesa Operating Co.), a wholly owned
subsidiary of Pioneer ("PNR") (collectively, the mergers are referred to
herein as the "Merger"). Subsequent to the Merger, Pioneer owns and operates
its assets through PNR and is also the managing general partner of the
Partnership. As used in this report, the term PNR generally refers to the
operator of the royalty Properties, unless otherwise indicated.

STATUS OF THE TRUST

     In 1996, PNR drilled five wells from the existing "A" platform on the South
Marsh Island 155 block. PNR recovered all remaining costs related to the South
Marsh Island drilling program as of the February 1997 reporting month. In
addition, during the first quarter of 1997, the Trust recovered approximately
$.5 million in general and administrative expenses paid from the Trust's reserve
fund during the period in which Royalty income was not paid to the Trust,
replenishing the Trust's expense reserve fund balance to $2 million.

     The Trust Indenture provides that the Trust will terminate if the total
amount of cash per year received by the Trust falls below certain levels for
each of three successive years. The December 31, 1997 reserve report prepared
for the Partnership (see the Trust's 1997 Annual Report on Form 10-K) indicates
that 95% of future net revenues will be received by the Trust during the next
four years. As such, it is possible, depending on the timing of future
production, market conditions, the success of future drilling activities, if
any, and other matters, that in 1998 the Trust may commence a period of three
successive years in which annual net royalty income would be below the
termination threshold prescribed in the Indenture, resulting in termination of
the Trust pursuant to the terms discussed above.

NOTE 2 -- BASIS OF PRESENTATION

     The accompanying unaudited financial information has been prepared by Chase
Bank of Texas, National Association (the "Trustee") in accordance with the
instructions to Form 10-Q, and the Trustee believes such information includes
all the disclosures necessary to make the information presented not misleading.
The information furnished reflects all adjustments which are, in the opinion of
the Trustee, necessary for a fair presentation of the results for the interim
periods presented. The financial information should be read in conjunction with
the financial statements and notes thereto included in the Trust's 1997 Annual
Report on Form 10-K.

                                       3
<PAGE>
     The financial statements of the Trust are prepared on the following basis:

          (a)  Royalty income recorded for a month is the Trust's interest in
     the amount computed and paid by PNR to the Partnership for such month
     rather than either the value of a portion of the oil and gas produced by
     PNR for such month or the amount subsequently determined to be 90% of the
     net proceeds for such month;

          (b)  Interest income, interest receivable and distributions payable to
     unitholders include interest to be earned on short-term investments from
     the financial statement date through the next distribution date;

          (c)  Trust general and administrative expenses are recorded in the
     month they accrue;

          (d)  Amortization of the net overriding royalty interest, which is
     calculated on the basis of current royalty income in relation to estimated
     future royalty income, is charged directly to trust corpus since such
     amount does not affect distributable income; and

          (e)  Distributions payable are determined on a monthly basis and are
     payable to unitholders of record as of the last business day of each month.
     However, cash distributions are made quarterly in January, April, July and
     October, and include interest earned from the monthly record dates to the
     date of distribution.

     This basis for reporting royalty income is considered to be the most
meaningful because distributions to the unitholders for a month are based on net
cash receipts for such month. However, it will differ from the basis used for
financial statements prepared in accordance with generally accepted accounting
principles in several respects. Under such principles, royalty income for a
month would be based on net proceeds from production for such month without
regard to when calculated or received and interest income would be calculated
only for the periods covered by the financial statements and would exclude
interest from the period end to the date of distribution.

     The instruments conveying the Royalty provide that PNR will calculate and
pay the Partnership each month an amount equal to 90% of the net proceeds for
the preceding month. Generally, net proceeds means the excess of the amounts
received by PNR from sales of oil and gas from the Royalty Properties plus other
cash receipts over operating and capital costs incurred.

                                       4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Form 10-Q includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical facts included in this Form 10-Q, including without
limitation the statements under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Note 1 to the financial
statements of the Trust regarding the future net revenues of the Trust, are
forward-looking statements. Although Pioneer has advised the Trust that it
believes that the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from expectations ("Cautionary Statements") are disclosed in this
Form 10-Q, including without limitation in conjunction with the forward-looking
statements included in this Form 10-Q and in the Trust's Form 10-K. All
subsequent written and oral forward-looking statements attributable to the Trust
or persons acting on its behalf are expressly qualified in their entirety by the
Cautionary Statements.

INFORMATION SYSTEMS FOR THE YEAR 2000

     Pioneer has stated that it will be required to modify its information
systems in order to accurately process data referencing the year 2000. Because
of the importance of occurrence dates in the oil and gas industry, the
consequences of not pursuing these modifications could be very significant to
PNR's ability to manage and report operating activities. Currently, Pioneer
plans to contract with third parties to perform the software programming changes
necessary to correct any existing deficiencies. Pioneer has stated that such
programming changes are anticipated to be completed and tested by March 1, 1999.

     The Corporate Trustee has also undertaken a firmwide initiative to address
the year 2000 issue. The Corporate Trustee does not believe that the year 2000
will materially affect its ability to perform its functions on behalf of the
Trust or have a material financial impact on the Trust. However, there can be no
guarantee that the systems of other companies, on which the Corporate Trust's
systems rely, will be timely converted or that a failure to convert by another
company or a conversion that is incompatible with the Corporate Trustee's
systems will not have a material adverse effect on the Trust.

FINANCIAL REVIEW

     During the first quarter of 1998, the Trust had distributable income of
$656,038, representing $0.0091 per unit, as compared to $509,533, representing
$.0070 per unit, in the first quarter of 1997. The increase in distributable
income in 1998 was due primarily to the recovery as of the February 1997
reporting month of substantially all remaining costs related to the drilling on
South Marsh Island and Matagorda Island and the recovery of approximately
$500,000 in general and administrative expenses paid from the Trust's reserve
fund during the period in which Royalty income was not paid to the Trust. The
per unit amounts of distributable income for the first quarter of 1998 and 1997
were earned by month as follows:

                                         1998       1997
                                       ---------  ---------
January..............................  $   .0035  $  --
February.............................      .0017     --
March................................      .0039      .0070
                                       ---------  ---------
                                       $   .0091  $   .0070
                                       =========  =========

     Royalty income decreased to $694,318 the first quarter of 1998 as compared
to $1,111,555 for the first quarter of 1997. The decrease in Royalty income is
primarily due to substantially lower production volumes on South

                                       5
<PAGE>
Marsh Island blocks 155 and 156 and decreased prices for natural gas and crude
oil, condensate and natural gas liquids in 1998.

     Production volumes for natural gas decreased to 474,074 Mcf in the first
quarter of 1998 from 1,635,853 Mcf in the first quarter of 1997. The average
price received for natural gas was $2.57 per Mcf in the first quarter of 1998
compared to $3.36 per Mcf in the first quarter of 1997.

     Crude oil, condensate and natural gas liquids production decreased to 9,083
barrels in the first quarter of 1998 from 60,697 barrels in the first quarter of
1997. The average price received for crude oil, condensate and natural gas
liquids was $16.71 per barrel in the first quarter of 1998, compared to $20.50
per barrel in the first quarter of 1997.

     The decrease in natural gas and crude oil, condensate and natural gas
liquids production in the first quarter of 1998 as compared to the first quarter
of 1997 was primarily attributable to the cessation of production on the A-6 ST
and A-21 wells during late 1997 and natural production declines on the A-20, A-
22 and A-14 ST wells.

OPERATIONAL REVIEW

     PNR has advised the Trust that during the first quarter of 1998 its
offshore gas production was marketed under short term contracts at spot market
prices to multiple purchasers, including Penn Union Energy, Pacific Gas &
Electric Co., and Conoco, and that it expects to continue to market its
production under short-term contracts for the foreseeable future. Spot market
prices for natural gas in the first quarter of 1998 were generally higher than
spot market prices in the first quarter of 1997.

     The amount of cash distributed by the Trust is dependent on, among other
things, the sales prices and quantities of gas, crude oil, condensate and
natural gas liquids produced from the Royalty Properties and the quantities
sold. Substantial uncertainties exist with regard to future gas and oil prices,
which are subject to fluctuations due to the regional supply and demand for
natural gas and oil, production levels and other activities of OPEC and other
oil and gas producers, weather, industrial growth, conservation measures,
competition and other variables.

     The Brazos A-39 block experienced a decrease in natural gas production in
the first quarter of 1998 as compared to the first quarter of 1997 primarily due
to natural production decline. Well A-3 resumed operation in September 1996, and
is producing approximately 1.9 MMCF of gas per day as of May 1998. The Brazos
A-7 block experienced a decrease in production due to natural production
decline. PNR farmed out a portion of the Brazos A-7 block to another operator
and participated at a 10% working interest in the completion of an exploratory
gas well that was drilled in the second quarter of 1997. The No. 5 well
encountered gas pay and was suspended pending completion operations. A proposal
for production facilities was received in the third quarter of 1997, and a
proposal for completion and hook-up of the No. 5 well was received in the first
quarter of 1998. The combined completion and facility cost estimate of the No. 5
well is approximately $6.6 million ($0.6 million net to the Trust). Production
from this well is expected to begin in the third quarter of 1998.

     The South Marsh Island 155 and 156 blocks experienced a decrease in
production in the first quarter of 1998 as compared to the first quarter of
1997, primarily due to the cessation of production from the A-6ST and A-21 wells
in late 1997 and natural production decline. Production from this block is
currently 3.6 MMcf per day and 110 barrels of condensate per day as of May 1998.
PNR purchased 3-D seismic data for the South Marsh Island 156 block at a cost of
$300,000 ($189,000 net to the Trust). The data has been evaluated and PNR has no
current plans for additional drilling.

     The West Delta 61 and 62 blocks experienced a decrease in oil and in
natural gas production in the first quarter of 1998 as compared to the first
quarter of 1997 primarily due to natural production decline. In portions of West
Delta block 62, the Trust is receiving Royalty income from this property
pursuant to a

                                       6
<PAGE>
farmout agreement with another operator. The interest in the farmout wells which
is attributable to the Trust, consists of a 7.5% net profits interest. In West
Delta Block 61, PNR has reviewed the block and subsequently entered into a
farmout agreement for certain portions of the block with another operator. The
operator is expected to begin drilling a new well in the second quarter of 1998.

     Matagorda Island 624 oil and natural gas production decreased in the first
quarter of 1998 as compared to the first quarter of 1997, primarily due to
natural production decline. The A-8 development well, which was drilled in the
fourth quarter of 1995, remains shut in due to mechanical problems. This well
was reviewed for a tubing replacement at a cost of approximately $500,000
($146,000 net to the Trust) and determined that a workover could not be
justified at this time. Gross producing rate of the block was approximately 3.1
MMcf of gas and 45 barrels of condensate per day as of May 1998.

TERMINATION OF THE TRUST

     The terms of the Mesa Offshore Trust Indenture provide that the Trust will
terminate upon the first to occur of the following events: (1) the total amount
of cash received per year by the Trust for each of three successive years
commencing after December 31, 1987 is less than 10 times one-third of the total
amount payable to the Trustee as compensation for such three year period or (2)
a vote by the unitholders in favor of termination. Because the Trust will
terminate in the event the total amount of cash received per year by the Trust
falls below certain levels, it would be possible for the Trust to terminate even
though some of the Royalty Properties continued to have remaining productive
lives. For information regarding the estimated remaining life of each of the
Royalty Properties and the estimated future net revenues of the Trust based on
information provided by PNR, see the Trust's 1997 Annual Report on Form 10-K.
Upon termination of the Trust, the Trustee will sell for cash all the assets
held in the Trust estate and make a final distribution to unitholders of any
funds remaining after all Trust liabilities have been satisfied. The discussion
set forth above is qualified in its entirety by reference to the Trust Indenture
itself, which is available upon request from the Trustee.

     Amounts paid to the Trustee as compensation were, $173,000, $123,000 and
$149,000 for the years 1997, 1996, and 1995, respectively.

     The December 31, 1997, reserve report prepared for the Partnership (see the
Trust's 1997 Annual Report on Form 10-K) indicates that 95% of future net
revenues will be received by the Trust during the next four years. As such, it
is possible, depending on the timing of future production, market conditions,
the success of future drilling activities, if any, and other matters, that in
1998 the Trust may commence a period of three successive years in which annual
net royalty income would be below the termination threshold prescribed in the
Indenture, resulting in termination of the Trust pursuant to the terms discussed
above.

     The terms of the First Amended and Restated Articles of General Partnership
of the Partnership provide that the Partnership shall dissolve upon the
occurrence of any of the following: (a) December 31, 2030; (b) the election of
the Trustee to dissolve the Partnership; (c) the termination of the Trust; (d)
the bankruptcy of the Managing General Partner; or (e) the dissolution of the
Managing General Partner or its election to dissolve the Partnership; provided
that the Managing General Partner shall not elect to dissolve the Partnership so
long as the Trustee remains the only other partner of the Partnership. In the
event of a dissolution of the Partnership and a subsequent winding up and
termination thereof, the assets of the Partnership (i.e., the Royalty interest)
could either (i) be distributed in kind ratably to the Managing General Partner
and the Trustee or (ii) be sold and the proceeds thereof distributed ratably to
the Managing General Partner and the Trustee. In the event of a sale of the
Royalty and a distribution of the cash proceeds to the Trustee, the Trustee
would make a final distribution to unitholders of such cash proceeds plus any
other cash held by the Trust after the payment of or provision for all
liabilities of the Trust, and the Trust would be terminated.

                                       7
<PAGE>
     The following tables provide a summary of the calculations of the net
proceeds attributable to the Partnership's royalty interest (unaudited):
<TABLE>
<CAPTION>
                                                      SOUTH
                                         BRAZOS       MARSH         WEST
                                        A-7 AND     ISLAND 155    DELTA 61     MATAGORDA
                                          A-39       AND 156       AND 62      ISLAND 624      TOTAL
                                       ----------  ------------  -----------   ----------   ------------

<S>                                    <C>         <C>           <C>           <C>          <C>
THREE MONTHS ENDED MARCH 31, 1998:
    Ninety percent of gross
      proceeds.......................  $  301,821  $    325,239  $   350,120    $393,738    $  1,370,918
    Less ninety percent of --
      Operating expenditures.........     (89,900)     (293,755)    (177,539)    (73,766)       (634,960)
      Capital costs recovered........      --           --           --          (21,571)        (21,571)
      Accrual for future abandonment
         costs.......................     (11,727)       (1,500)      (5,848)       (925)        (20,000)
                                       ----------  ------------  -----------   ----------   ------------
    Net proceeds.....................  $  200,194  $     29,984  $   166,733    $297,476    $    694,387
                                       ==========  ============  ===========   ==========   ============
    Trust share of net proceeds
      (99.99%).......................                                                            694,318
                                                                                            ============
    Production Volumes and Average
      Prices:
      Crude oil, condensate and
         natural gas liquids
         (Bbls)......................         280         6,494          594       1,715           9,083
                                       ==========  ============  ===========   ==========   ============
      Average sales price per Bbl....  $    14.59  $      16.96  $     15.51    $  16.52    $      16.71
                                       ==========  ============  ===========   ==========   ============
      Natural gas (Mcf)..............     116,525        84,424      128,905     144,220         474,074
                                       ==========  ============  ===========   ==========   ============
      Average sales price per Mcf....  $     2.56  $       2.55  $      2.64    $   2.53    $       2.57
                                       ==========  ============  ===========   ==========   ============
      Producing wells................           3             3            3           1              10
                                       ==========  ============  ===========   ==========   ============
THREE MONTHS ENDED MARCH 31, 1997:
    Ninety percent of gross
      proceeds.......................  $  685,458  $  4,904,049  $   686,747    $472,414    $  6,748,668
    Less ninety percent of --
      Operating expenditures.........    (116,730)     (324,551)    (195,321)    (74,126)       (710,728)
      Capital costs recovered........      --        (4,774,348)     (33,897)     --          (4,808,245)
      Accrual for future abandonment
         costs and interest on cost
         carryforward................     (60,042)      (17,139)     (33,868)     (6,980)       (118,029)
                                       ----------  ------------  -----------   ----------   ------------
    Net proceeds (excess costs)......  $  508,686  $   (211,989) $   423,661    $391,308    $  1,111,666
                                       ==========  ============  ===========   ==========   ============
    Trust share of net proceeds
      (99.99%).......................                                                       $  1,111,555
                                                                                            ============
    Production Volumes and Average
      Prices:
      Crude oil, condensate and
         natural gas liquids
         (Bbls)......................         277        57,563        1,453       1,404          60,697
                                       ==========  ============  ===========   ==========   ============
      Average sales price per Bbl....  $    21.89  $      20.44  $     20.30    $  23.14    $      20.50
                                       ==========  ============  ===========   ==========   ============
      Natural gas (Mcf)..............     205,820     1,108,343      195,539     126,151       1,635,853
                                       ==========  ============  ===========   ==========   ============
      Average sales price per Mcf....  $     3.30  $       3.36  $      3.36    $   3.49    $       3.36
                                       ==========  ============  ===========   ==========   ============
    Producing wells..................           3             5            4           3              15
</TABLE>
------------

  o The amounts shown are for Mesa Offshore Royalty Partnership.

  o The amounts for the three months ended March 31, 1998 and 1997 represent
    actual production for the periods November 1997 through January 1998 and
    November 1996 through January 1997, respectively.

  o Capital costs recovered represents capital costs incurred during the current
    or prior periods to the extent that such costs have been recovered by PNR
    from current period Gross Proceeds.

  o Producing wells indicate the number of wells capable of production as of the
    end of the period.

                                       8
<PAGE>
                                     PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (A)  EXHIBITS

     (Asterisk indicates exhibit previously filed with the Securities and
Exchange Commission and incorporated herein by reference.)
<TABLE>
<CAPTION>
                                                                                                 SEC FILE
                                                                                                    OR
                                                                                               REGISTRATION    EXHIBIT
                                                                                                  NUMBER       NUMBER
                                                                                               ------------    -------
<S>                <C>                                                                         <C>             <C>
       4(a)        *Mesa Offshore Trust Indenture between Mesa Petroleum Co. and Texas
                    Commerce Bank National Association, as Trustee, dated December 15,
                    1982....................................................................      2-79673         10(gg)
       4(b)        *Overriding Royalty Conveyance between Mesa Petroleum Co. and Mesa
                    Offshore Royalty Partnership, dated December 15, 1982...................      2-79673         10(hh)
       4(c)        *Partnership Agreement between Mesa Offshore Management Co. and Texas
                    Commerce Bank National Association, as Trustee, dated December 15,
                    1982....................................................................      2-79673         10(ii)
       4(d)        *Amendment to Partnership Agreement between Mesa Offshore Management Co.,
                    Texas Commerce Bank National Association, as Trustee, and Mesa Operating
                    Limited Partnership, dated December 27, 1985 (Exhibit 4(d) to Form 10-K
                    for year ended December 31, 1992 of Mesa Offshore Trust)................       1-8432          4(d)
       4(e)        *Amendment to Partnership Agreement between Texas Commerce Bank National
                    Association, as Trustee and Mesa Operating dated as of January 5, 1994
                    (Exhibit 4(e) to Form 10-K for year ended December 31, 1993 of Mesa
                    Offshore Trust).........................................................       1-8432          4(e)
         27        Financial Data Schedule
</TABLE>

     (B)  REPORTS ON FORM 8-K

          None.

                                       9
<PAGE>
                                   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.

                                          MESA OFFSHORE TRUST

                                               CHASE BANK OF TEXAS,
                                          By   NATIONAL ASSOCIATION
                                            -----------------------      
                                                    TRUSTEE

                                          By   /s/  PETE FOSTER
                                            -----------------------      
                                                   PETE FOSTER
                                            SENIOR VICE PRESIDENT & TRUST
                                                   OFFICER

Date:  May 12, 1998

     The Registrant, Mesa Offshore Trust, has no principal executive officer,
principal financial officer, board of directors or persons performing similar
functions. Accordingly, no additional signatures are available and none have
been provided.

                                       10