---

---

---

---

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 ENDED MARCH 31, 2003
|--- | -------------------------------------------------------------------------------------------------------------------------------------------
|/ / | 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
or Organization)                                           | (I.R.S. Employer
Identification No.)
|JPMorgan Chase Bank, Trustee
Institutional Trust Services
700 Lavaca
Austin, Texas | 78701                               
|(Address of Principal Executive Offices)                                           | (Zip Code)                          

512-479-2562(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
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes / /    No /x/

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, 200371,980,216 Units of Beneficial Interest in Mesa Offshore Trust.

---



PART IFINANCIAL INFORMATION

Item 1.Financial Statements.

MESA OFFSHORE TRUST    STATEMENTS OF DISTRIBUTABLE INCOME  (Unaudited)

|                                                                                  |                                    | Three Months Ended
March 31, |             
|--------------------------------------------------------------------------------- | ---------------------------------- | ---------------------------- | ------------
|
|                                                                                  |                                    |                              |             
|Royalty income                                                                    |                                    | $                            |            
|Interest income                                                                   |                                    |                              | 3,098       
|General and administrative expense                                                |                                    |                              | (3,098      
|                                                                                  |                                    |                              |             
|                                                                                  | Distributable income               |                              | $           
|                                                                                  |                                    |                              |             
|                                                                                  | Distributable income per unit      |                              | $           
|                                                                                  |                                    |                              |             
|STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS                                |                                   
|
|
|                                                                                  |                                    |                              |             
|ASSETS                                                                            |                                    |                              |             
|Cash and short-term investments                                                   |                                    | $                            | 1,462,496   
|Interest receivable                                                               |                                    |                              | 3,098       
|Net overriding royalty interest in oil and gas properties                         |                                    |                              | 380,905,000 
|Accumulated amortization                                                          |                                    |                              | (380,893,873
|                                                                                  |                                    |                              |             
|                                                                                  | Total assets                       |                              | $           
|                                                                                  |                                    |                              |             
|LIABILITIES AND TRUST CORPUS                                                      |                                    |                              |             
|Reserve for Trust expenses                                                        |                                    | $                            | 1,465,594   
|Distributions payable                                                             |                                    |                              |            
|Trust corpus (71,980,216 units of beneficial interest authorized and outstanding) |                                    |                              | 11,127      
|                                                                                  |                                    |                              |             
|                                                                                  | Total liabilities and trust corpus |                              | $           
|                                                                                  |                                    |                              |             

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

1

---

MESA OFFSHORE TRUST        STATEMENTS OF CHANGES IN TRUST CORPUS        (Unaudited)

|                                  |                                                 | Three Months Ended
March 31,
|--------------------------------- | ----------------------------------------------- | ----------------------------
|
|                                  |                                                 |                             
|Trust corpus, beginning of period |                                                 | $                           
|                                  | Distributable income                            |                             
|                                  | Distributions to unitholders                    |                             
|                                  | Amortization of net overriding royalty interest |                             
|                                  |                                                 |                             
|Trust corpus, end of period       |                                                 | $                           
|                                  |                                                 |                             

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

2

---

MESA OFFSHORE TRUST        NOTES TO FINANCIAL STATEMENTS        (Unaudited)

Note 1Trust Organization

The Mesa Offshore Trust (the "Trust") was created effective December 1, 1982. On that date, Mesa Petroleum Co., predecessor to Mesa Limited Partnership,
which was the predecessor to MESA Inc., transferred to the Trust a 99.99% interest in the Mesa Offshore Royalty Partnership (the "Partnership"). The Partnership was created to receive and hold
a 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").
Mesa Inc. created the Royalty out of its working interest in the Royalty Properties and transferred it to the Partnership. Until August 7, 1997, MESA Inc. owned and operated its
assets through Mesa Operating Co. ("Mesa"), the operator and the managing general partner of the Royalty Properties. 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) 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 hereinafter used in this report, the term PNR generally refers to the operator of the Royalty Properties, unless otherwise
indicated.

Status of the Trust

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 "Termination Threshold").

As
a result of the Trust properties nearing the end of their estimated productive lives, Royalty income received by the Trust in 2002 fell below the Termination Threshold prescribed by
the Trust Indenture. In addition, there is an accumulated deficit due PNR as of March 31, 2003 of $932,318 that will be deducted from any future gross proceeds on the Royalty Properties, which
deduction will reduce future Royalty income.

The
December 31, 2002 reserve report prepared for the Partnership (see the Trust's 2002 Annual Report on Form 10-K) indicates that Royalty income expected to be
received by the Trust in 2003 and thereafter will be below the Termination Threshold. The reserve report estimates that future Royalty income to the Trust will be approximately $1.7 million
(net of the recoupment of the Trust deficit) while the Termination Threshold for 2002 was approximately $1.1 million. Future Royalty income in the reserve report was calculated using oil and
natural gas spot prices in effect at December 31, 2002 of $31.17 per barrel and $4.75 per Mcf, respectively. Based on the current estimates of future Royalty income, the Trustee expects that
Royalty income received by the Trust will fall below the Termination Threshold in 2003 and 2004. Accordingly, the Trustee anticipates that the Trust will be required to terminate under the provisions
of the Trust Indenture effective December 31, 2004. PNR has advised the Trust that it has farmed out the Trust's interest in Brazos A-7 and A-39 so that two exploratory
prospects can be drilled during 2003 with the Trust retaining an overriding royalty interest. However, there can be no assurance

3

---

that
either of the prospects will be drilled or if drilled that they will be successful. Even if the exploratory prospects are successful, it is currently expected that any Royalty income generated
from these prospects will not be received in time to eliminate the deficit balance and to increase Royalty income above the Threshold Amount before the Indenture requires the termination of the Trust.
There are numerous uncertainties inherent in estimating and projecting the quantity and value of proved reserves for the Trust properties, as many of the Trust properties are nearing the end of their
productive lives and are therefore subject to unforeseen changes in production rates. As such, the foregoing statements reflect only current reasonable expectations.

Note 2Basis of Presentation

The accompanying unaudited financial information has been prepared by JPMorgan Chase Bank ("Trustee") in accordance with the instructions to
Form 10-Q. JPMorgan Chase Bank was formerly known as The Chase Manhattan Bank and is the successor by mergers to the original name of the trustee, Texas Commerce Bank National
Association. 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 2002 Annual Report on Form 10-K.

The
financial statements of the Trust are prepared on the following basis:



4

---



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 accounting principles generally
accepted in the United States because, under such accounting 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 for a month would be calculated only through the end of such month.

The
instruments conveying the Royalty provide that the working interest owner 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 the working interest owner from sales of oil and gas from the Royalty Properties plus other cash receipts over
operating and capital costs incurred. For the three months ended March 31, 2003, operating and capital costs incurred exceeded proceeds from oil and gas sales; accordingly, no Royalty income was
reported.

Generally,
net proceeds means the excess of the amounts received by the working interest owner from sales of oil and gas from the Royalty Properties plus other cash receipts over
operating and capital costs incurred. For the three months ending March 31, 2003, operating and capital costs incurred exceeded proceeds from oil and gas sales; accordingly, no Royalty income
was reported. There is an accumulated deficit balance due PNR as of March 31, 2003 of $932,318 that will be deducted from any future gross proceeds on the Royalty Properties, which deduction
will reduce future Royalty income. In addition, no Royalty income will be distributed to unitholders until the Trustee recoups Trust expenses being paid from the reserve that the Trustee has
established for anticipated future expenses. As of March 31, 2003 $534,406 will be recouped by the Trustee from future Royalty income before Trust distributions will resume. The unexpended
amount withheld by PNR for future abandonment costs at March 31, 2003 was $5,445,707.

5

---

Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations.

The
following review of the Trust's financial condition and results of operations should be read in conjunction with the financial statements and notes thereto.

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, including under the section "BusinessPrincipal Trust Risk Factors". 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.

Financial Review

During
the first quarter of 2003 and 2002, the Trust had no distributable income.

Production
volumes for natural gas decreased to 27,577 Mcf in the first quarter of 2003 from 137,966 Mcf in the first quarter of 2002. The average price received for natural gas was
$4.03 per Mcf in the first quarter of 2003 as compared to $2.20 per Mcf in the first quarter of 2002.

Crude
oil, condensate and natural gas liquids production decreased to 678 barrels in the first quarter of 2003 from 3,353 barrels in the first quarter of 2002 primarily due to natural
production declines on all properties as described under " Operational Review." The average price received for crude oil, condensate and natural gas liquids was $28.32 per barrel in the
first quarter of 2003 as compared to $21.80 per barrel in the first quarter of 2002.

There
is a deficit balance due PNR as of March 31, 2003 of $932,318 that will be deducted from any future gross proceeds on the Royalty Properties, which deduction will reduce
future Royalty income. In
addition, there will be no income distributed to unitholders until the Trustee recoups Trust expenses being paid from the reserve that the Trustee established. As of March 31, 2003, $534,406
will be recouped by the Trustee from future Royalty income before Trust distributions to unitholders will resume. The unexpended amount withheld by PNR for future abandonment costs at March 31,
2003 was $5,445,707.

Operational Review

PNR has advised the Trust that during the first quarter of 2003 its offshore gas production was marketed under short-term contracts at spot market
prices primarily to Adams Resources Energy, Inc. and that it expects to continue to market its production under short-term contracts for the foreseeable future. Beginning in April 2003,
PNR has informed the Trust that it will market the natural gas production of the

6

---

Trust
to Occidental Petroleum Corp. and TotalFinaElf SA. Spot market prices for natural gas in the first quarter of 2003 were generally higher than spot market prices in the first quarter of 2002.

The
amount of cash distributed by the Trust is dependent on, among other things, the sales prices and quantities of gas, crude oil and condensate 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 the Organization of the Petroleum Exporting Countries ("OPEC") and other oil and gas producers, weather, storage levels, industrial growth, conservation
measures, competition and other variables.

The
Brazos A-7 and A-39 blocks in the first quarter of 2003 continue to experience a decrease in natural gas production due to natural production decline. At
March 31, 2003, these two blocks had two wells producing, the Brazos A-7 No. B-1 well and the Brazos A-39 No. A-3 well. Production
from the Brazos A-39 No. A-30 well is sporadic. The Brazos A-7 No. B-1 well, operated by Newfield Exploration Company, is currently the
only remaining consistently producing well on these blocks. However, PNR has farmed out the Trust's interest in both of these blocks so that two exploration prospects can be drilled during 2003 where
the Trust will retain an overriding royalty interest. However, there can be no assurance that either of these two prospects will ever be drilled or if drilled that they will be successful.

The
West Delta 61 and 62 blocks throughout 2002 experienced a decrease in oil and natural gas production due to normal production decline. The PNR operated wells ceased production in the
second quarter of 2002 and the wells were plugged and abandoned by year-end. In West Delta 62, the Trust in 2002 was receiving royalty income from one producing well pursuant to a farm out
agreement with Walter Oil and Gas Corporation ("Walter"). Production ceased in the first quarter of 2002 and Walter initiated and completed plugging and abandonment procedures and relinquished the
lease before year-end 2002. The only remaining wells on this block are in West Delta 61. PNR has farmed out that portion of West Delta 61 to Stone Energy Corporation ("Stone") retaining a
12.5% (11.25% net to the Trust) overriding Royalty interest. Stone drilled a development well during 2002 that is now on production along with the other two producing wells.

The
Matagorda Island 624 block, operated by PNR, ceased production in the second quarter of 2002. PNR attempted to perform a workover in the third quarter of 2002, but was unsuccessful.
In the first quarter of 2003, PNR plugged and abandoned the property, and removal of the platform is scheduled for the third quarter of 2003.

The
South Marsh Island 155 and 156 blocks ceased production during the first quarter of 2000. The lease was relinquished and abandonment procedures were completed during 2002.

7

---

The
following tables provide a summary of the calculations of the net proceeds attributable to the Partnership's royalty interest (unaudited):

|                                   |                                        | Brazos A-7 and A-39                                  |   | West Delta 61 and 62 |          | Matagorda Island 624 |         | South Marsh Island 155 and 156 |   | Total   |        
|---------------------------------- | -------------------------------------- | ---------------------------------------------------- | - | -------------------- | -------- | -------------------- | ------- | ------------------------------ | - | ------- | -------
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|Three Months Ended March 31, 2003: |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   | Ninety percent of gross proceeds       |                                                      | $ | 105,848              |          | $                    | 24,398  |                                | $ |        |        
|                                   | Less ninety percent of                |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        | Operating expenditures                               |   |                      | (105,848 | )                    |         | (24,398                        | ) |         |       
|                                   |                                        | Capital costs recovered                              |   |                      |         |                      |         |                               |   |         |       
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   | Net proceeds (excess costs)            |                                                      | $ |                     |          | $                    |        |                                | $ |        |        
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   | Trust share of net proceeds (99.99%)   |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   | Trust Deficit                          |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   | Production Volumes and Average Prices: |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        | Crude oil, condensate and natural gas liquids (Bbls) |   |                      | 75       |                      |         | 603                            |   |         |       
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        | Average sales price per Bbl                          |   | $                    | 25.33    |                      | $       | 28.69                          |   | $       |       
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        | Natural gas (Mcf)                                    |   |                      | 25,841   |                      |         | 1,736                          |   |         |       
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        | Average sales price per Mcf                          |   | $                    | 4.02     |                      | $       | 4.09                           |   | $       |       
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   | Producing wells                        |                                                      |   | 2                    |          |                      | 3       |                                |   |        |        
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|Three Months Ended March 31, 2002: |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   | Ninety percent of gross proceeds       |                                                      | $ | 114,129              |          | $                    | 112,102 |                                | $ | 150,084 |        
|                                   | Less ninety percent of                |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        | Operating expenditures                               |   |                      | (231,443 | )                    |         | (71,934                        | ) |         | (40,769
|                                   |                                        | Capital costs recovered                              |   |                      |         |                      |         |                               |   |         | (107   
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   | Net proceeds (excess costs)            |                                                      | $ | (117,314             | )        | $                    | 40,168  |                                | $ | 109,208 |        
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   | Trust share of net proceeds (99.99%)   |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   | Trust Deficit                          |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   | Production Volumes and Average Prices: |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        | Crude oil, condensate and natural gas liquids (Bbls) |   |                      | 201      |                      |         | 2,328                          |   |         | 824    
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        | Average sales price per Bbl                          |   | $                    | 18.68    |                      | $       | 22.59                          |   | $       | 20.31  
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        | Natural gas (Mcf)                                    |   |                      | 55,923   |                      |         | 21,165                         |   |         | 60,878 
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   |                                        | Average sales price per Mcf                          |   | $                    | 1.97     |                      | $       | 2.81                           |   | $       | 2.19   
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        
|                                   | Producing wells                        |                                                      |   | 2                    |          |                      |        |                                |   |        |        
|                                   |                                        |                                                      |   |                      |          |                      |         |                                |   |         |        

---

8

---

Termination of the Trust

The terms of the Mesa Offshore Trust Indenture provide, among other things, 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 ten times one-third of the total amount payable to the
Trustee as compensation for such three-year period ("the Termination Threshold") or (2) a vote by holders of a majority of the outstanding units 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 2002 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 an exhibit to the Trust's 2002 Annual Report on Form 10-K and is available upon request from the Trustee.

The
December 31, 2002 reserve report prepared for the Partnership (see the Trust's 2002 Annual Report on Form 10-K) indicates that Royalty income expected to be
received by the Trust in 2003 and thereafter will be below the Termination Threshold. The reserve report estimates that future Royalty income to the Trust will be approximately $1.7 million
(net of the recoupment of the Trust deficit) while the Termination Threshold for 2002 was approximately $1.1 million. Future Royalty income in the reserve report was calculated using oil and
natural gas spot prices in effect at December 31, 2002 of $31.17 per barrel and $4.75 per Mcf, respectively. Based on the current estimates of future Royalty income, the Trustee expects that
Royalty income received by the Trust will fall below the Termination Threshold in 2003 and 2004. Accordingly, the Trustee anticipates that the Trust will be required to terminate under the provisions
of the Trust Indenture effective December 31, 2004. PNR has advised the Trust that it has farmed out the Trust's interest in Brazos A-7 and A-39 so that two exploratory
prospects can be drilled during 2003 with the Trust retaining an overriding royalty interest. However, there can be no assurance that either of the prospects will be drilled or if drilled that they
will be successful. Even if the exploratory prospects are successful, it is currently expected that any Royalty income generated from these prospects will not be received in time to eliminate the
deficit balance and to increase Royalty income above the Threshold Amount before the Indenture requires the termination of the Trust. There are numerous uncertainties inherent in estimating and
projecting the quantity and value of proved reserves for the Trust properties, as many of the Trust properties are nearing the end of their productive lives and are therefore subject to unforeseen
changes in production rates. As such, the foregoing statements reflect only current reasonable expectations.

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

9

---

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.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

The
Trust does not utilize market risk sensitive instruments. However, see the discussion of marketing by PNR above.

Item 4.Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.The Trustee maintains disclosure controls and procedures designed to ensure
that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and regulations. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Trust
is accumulated and communicated by Pioneer, as the managing general partner of the Partnership, and the working interest owners to JPMorgan Chase Bank, as Trustee of the Trust, and
its employees who participate in the preparation of the Trust's periodic reports as appropriate to allow timely decisions regarding required disclosure.

Within
90 days of the date of this report, the Trustee carried out an evaluation of the Trustee's disclosure controls and procedures. Mike Ulrich, as Trust Officer of the Trustee,
has concluded that the controls and procedures are effective, while noting certain limitations on disclosure controls and procedures as set forth below.

Due
to the contractual arrangements of (i) the Trust Indenture, (ii) the Partnership Agreement and (iii) the rights of the Partnership under the Conveyance regarding
information furnished by the working interest owners, there are certain weaknesses that are not subject to change or modification by the Trustee. The contractual limitations creating potential
weaknesses in disclosure controls and procedures may be deemed to include:



10

---



The
Trustee does not intend to expand its responsibilities beyond those permitted or required by the Trust Indenture and those required under applicable law.

Changes in Internal Controls.To the knowledge of the Trustee, there have been no significant changes in the Trustee's
internal controls or in other factors that could significantly affect the Trustee's internal controls subsequent to the date the Trustee completed its evaluation. The Trustee notes for purposes of
clarification that it has no authority over, and makes no statement concerning, the internal controls of the working interest owners or the managing general partner of the Partnership.

11

---

PART II

Item 6.Exhibits and Reports on Form 8-K.

(Asterisk indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. JPMorgan Chase Bank was formerly
known as The Chase Manhattan Bank and is successor by mergers to the original name of the Trustee, Texas Commerce Bank National Association).

|     |     |                                                                                                                                                                                                                                                                                     |  | SEC File or Registration Number |  | Exhibit Number |     
|---- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- |  | -------------- | ----
|     |     |                                                                                                                                                                                                                                                                                     |  |                                 |  |                |     
|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) 
|99.1 |     | Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                  |  |                                 |  |                |     

A report on Form 8-K was filed with the Securities and Exchange Commission on April 24, 2003.

12

---

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
| |  | -------------------
| |  | By:                
| |  | By:                

Date:
May 12, 2003

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.

CERTIFICATION

I, Mike Ulrich, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Mesa Offshore Trust, for which JPMorgan Chase Bank acts as Trustee;

2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition,
distributable income and changes in trust corpus of the registrant as of, and for, the periods presented in this quarterly report;

4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14), or for
causing such procedures to be established and maintained, for the registrant and have:



13

---



5.
I have disclosed, based on my most recent evaluation, to the registrant's auditors:



6.
I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls
subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

In
giving the foregoing certifications in paragraphs 4, 5 and 6, I have relied to the extent I consider reasonable on information provided to me by the working interest owners and the
managing general partner of the Mesa Offshore Trust Partnership, in which the registrant owns a 99.99% interest.

|Date: May 12, 2003 | /s/MIKE ULRICHMike Ulrich Vice President and Trust Officer
JPMorgan Chase Bank
|------------------ | ------------------------------------------------------------------------------

14

---

QuickLinks