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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 JUNE 30, 2002
|--- | ------------------------------------------------------------------------------------------------------------------------------------
|/ / | 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

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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)                          

1-512-479-2562(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
the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

As
of August 12, 200271,980,216 Units of Beneficial Interest in Mesa Offshore Trust.

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PART IFINANCIAL INFORMATION

Item 1.Financial Statements.

MESA OFFSHORE TRUST    STATEMENTS OF DISTRIBUTABLE INCOME  (Unaudited)

|                                   |                               | Three Months Ended
June 30, |        | Six Months Ended
June 30, |  
|---------------------------------- | ----------------------------- | --------------------------- | ------ | ------------------------- | -
|
|                                   |                               |                             |        |                           |  
|Royalty income                     |                               | $                           |       |                           | $
|Interest income                    |                               |                             | 5,512  |                           |  
|General and administrative expense |                               |                             | (5,512 | )                         |  
|                                   |                               |                             |        |                           |  
|                                   | Distributable income          |                             | $      |                          |  
|                                   |                               |                             |        |                           |  
|                                   | Distributable income per unit |                             | $      |                          |  
|                                   |                               |                             |        |                           |  

STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

|                                                                                  |                                    | June 30,
2002 |              | December 31,
2001 |  
|--------------------------------------------------------------------------------- | ---------------------------------- | ------------- | ------------ | ----------------- | -
|
|                                                                                  |                                    |               |              |                   |  
|ASSETS                                                                            |                                    |               |              |                   |  
|Cash and short-term investments                                                   |                                    | $             | 1,767,814    |                   | $
|Interest receivable                                                               |                                    |               | 5,512        |                   |  
|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                                                        |                                    | $             | 1,773,326    |                   | $
|Distributions payable                                                             |                                    |               |             |                   |  
|Trust corpus (71,980,216 units of beneficial interest authorized and outstanding) |                                    |               | 11,127       |                   |  
|                                                                                  |                                    |               |              |                   |  
|                                                                                  | Total liabilities and trust corpus |               | $            | 1,784,453         |  
|                                                                                  |                                    |               |              |                   |  

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

1

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

|                                  |                                                 | Three Months Ended
June 30, |        | Six Months Ended
June 30, |  
|--------------------------------- | ----------------------------------------------- | --------------------------- | ------ | ------------------------- | -
|
|                                  |                                                 |                             |        |                           |  
|Trust corpus, beginning of period |                                                 | $                           | 11,127 |                           | $
|                                  | Distributable income                            |                             |        |                          |  
|                                  | Distributions to unitholders                    |                             |        |                          |  
|                                  | Amortization of net overriding royalty interest |                             |        |                          |  
|                                  |                                                 |                             |        |                           |  
|Trust corpus, end of period       |                                                 | $                           | 11,127 |                           | $
|                                  |                                                 |                             |        |                           |  

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

2

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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 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"). The December 31, 2001 reserve report prepared for the Partnership (see the Trust's 2001 Annual Report on Form 10-K) indicates
that Royalty income expected to be received by the Trust in 2002 and thereafter could be below the Termination Threshold. The reserve report estimates that future Royalty income to the Trust is
approximately $1.6 million, while the Termination Threshold for 2001 was approximately $1.3 million. Future Royalty income in the reserve report was calculated using oil and natural gas
spot prices in effect at December 31, 2001 of $19.76 per barrel and $2.73 per Mcf, respectively. Based on the current estimates of Royalty income and current market conditions in 2002, the
Trustee expects that Royalty income received by the Trust will be below the Termination Threshold in 2002. In addition, depending on the future price of oil and natural gas, the timing of production,
market conditions, success of future drilling activity, if any, and other matters, the Royalty income received by the Trust after 2002 may also be below the Termination Threshold. If Royalty income
falls below the Termination Threshold for three successive years, the Trust would terminate pursuant to the terms discussed above. 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, there can be no assurance that Royalty income received by the Trust in 2002 or thereafter will be above the Termination Threshold.

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Note 2Basis of Presentation

The accompanying unaudited financial information has been prepared by JPMorgan Chase Bank (the "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 2001 Annual Report on Form 10-K.

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



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 of America. Under these 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

4

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incurred. For the three months and six months ending June 30, 2002, operating and capital costs incurred exceeded proceeds from oil and gas sales; accordingly, no Royalty income was reported.
There is a deficit balance due PNR as of June 30, 2002 of $258,579 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 established. As of June 30, 2002,
$226,674 will be recouped by the Trustee from future Royalty income before Trust distributions will resume.

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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, 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 second quarter of 2002, the Trust had no distributable income, compared to $409,607, representing $.0057 per unit in the second quarter of 2001. The
decrease in distributable income in 2002 was primarily due to lower production at West Delta 61 and 62 and Matagorda Island 624 as described in the "Operational Review" below. The per unit
distributions for the second quarter of 2002 and 2001 were as follows:

2002

2001April

$


$
.0020May





.0031June





.0006$


$
.0057


There
was no Royalty income in the second quarter of 2002 as compared to $500,712 for the second quarter of 2001. The decrease in Royalty income is primarily due to substantially lower
production volumes on West Delta 61 and 62 and Matagorda Island 624 and decreased prices for natural gas, crude oil and condensate as compared to the same period in 2001.

There
is a deficit balance due PNR as of June 30, 2002 of $258,579 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
June 30, 2002, $226,674 will be recouped by the Trustee from future Royalty income before Trust distributions to unitholders will resume.

Production
volumes for natural gas decreased to 66,028 Mcf in the second quarter of 2002 from 92,876, Mcf in the second quarter of 2001. The average price received for natural gas was
$2.17 per Mcf in the second quarter of 2002 as compared to $6.97 per Mcf in the second quarter of 2001.

Crude
oil, condensate and natural gas liquids production decreased to 1,337 barrels in the second quarter of 2002 from 5,281 barrels in the second quarter of 2001. The average price
received for crude oil,

6

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condensate and natural gas liquids was $19.32 per barrel in the second quarter of 2002, compared to $23.10 per barrel in the second quarter of 2001.

For
the six months ended June 30, 2002, natural gas production volumes decreased to 203,994 Mcf from 246,353 Mcf for the six months ended June 30, 2001. The average
price received for natural gas was $2.19 per Mcf for the six months ended June 30, 2002 compared to $5.85 per Mcf for the six months ended June 30, 2001. Crude oil, condensate and
natural gas liquid volumes decreased to 4,689 barrels in the first six months of 2002 as compared to 11,743 barrels in the first six months of 2001. The average price received for crude
oil, condensate and natural gas liquids was $21.10 per barrel for the six months ended June 30, 2002 compared to $26.15 per barrel for the six months ended June 30, 2001.

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 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.

Operational Review

PNR has advised the Trust that during the second quarter of 2002 its offshore gas production was marketed under short-term contracts at spot market
prices primarily to H&N, Limited 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
second quarter of 2002 were generally lower than spot market prices in the second quarter of 2001.

The
Brazos A-7 and A-39 blocks experienced a slight increase in natural gas production in the second quarter of 2002 as compared to the second quarter of 2001 primarily due to a workover
that was performed in the first quarter of 2002. As of June 30, 2002, these two blocks had three wells producing. The Brazos A-7 No. A-4 and No. B-1 wells and the Brazos A-39
No. A-3 well. The Brazos A-7 No. A-4 well, operated by PNR, ceased production in late 2001, came back on production during the first quarter of 2002 after a successful workover and
subsequent to quarter end has ceased production again after loading up with water. The Brazos A-39 No. A-3 well, operated by PNR, ceased production May 31, 2001 and was returned to
production November 12, 2001 after successfully unloading the well. It continues to produce intermittently. PNR is evaluating the Brazos A-39 wells for any additional recompletions that could
be performed. The Brazos A-7 No. B-1 well, operated by Newfield Exploration Company, is the only remaining consistently producing well on these blocks currently. PNR farmed out its interest and
the Trust's interest in one-fourth of the Brazos A-39 block to Shell Oil Company in late 2000 in return for a 2% (1.8% net to the Trust) override in the one-fourth of the Brazos A-39 block farmed out
and one-fourth of the three surrounding blocks. In addition, PNR has informed the Trustee that it has identified two attractive drilling prospects and that it is attempting to farm out the Trust's
share of portions of these two blocks, and participate in the drilling to the extent of its interest, so the two prospects can potentially be drilled either late this year or sometime in 2003.
However, there can be no assurance that any of these three prospects on these two blocks will ever be drilled.

The
Matagorda Island 624 block, operated by PNR, experienced a production decrease in the second quarter of 2002 as compared to the second quarter of 2001 because the only remaining
producing well, MI 624 No. A-1, ceased production in the first quarter of 2002. PNR attempted a workover on the well early in

7

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the second quarter, but experienced mechanical problems. Subsequent to quarter end, PNR has begun repairs on the well and will attempt to complete the workover. This is the last behind-pipe reserves
that PNR has identified on this block, and there are no other prospects identified. Therefore, once this reservoir is depleted in the No. A-1 well, PNR currently expects that plugging and
abandonment procedures will be the next operation on this block.

The
West Delta 61 and 62 blocks experienced a decrease in oil and natural gas production in the second quarter of 2002 as compared to the second quarter of 2001 due to natural production
declines in one well and the other two wells being shut-in. PNR has studied these leases and attempted to sell the platform and other facilities without success. PNR has no prospects identified and
therefore has initiated plugging and abandonment procedures during the second quarter of 2002 on the PNR operated wells and platform that should be completed by the end of this year. In West Delta 62,
the Trust was receiving Royalty income from one producing well pursuant to a farmout agreement with Walter Oil and Gas Corporation ("Walter"). However, the well ceased production during the first
quarter of 2002 and Walter has commenced plugging and abandonment procedures for that well. In West Delta 61, PNR farmed out portions of the block to Stone Energy Corporation ("Stone"), retaining a
12.5% (11.25% net to the Trust) overriding royalty interest. Since the first quarter of 2002, Stone has shut-in their two wells because the host platform, which is operated by another company, was
converted from a manned platform to an unmanned platform. Stone has subsequently negotiated with Walter to reroute
their wells to the Walter platform in West Delta block 62. This work has commenced and the wells should be placed back on production during the fourth quarter of 2002.

The
South Marsh Island 155 and 156 blocks ceased production during the first quarter of 2000. The lease was relinquished and abandonment procedures were commenced during the second
quarter of 2001. The abandonment of the last platform was completed subsequent to the end of the second quarter of 2002 and PNR will complete the site clearance operation by the end of the third
quarter.

8

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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                                                    |   | Matagorda Island 624 |         | West Delta 61 and 62 |         | South Marsh Island 155 and 156 |   | Total   |        
|--------------------------------- | -------------------------------------- | ---------------------------------------------------------------------- | - | -------------------- | ------- | -------------------- | ------- | ------------------------------ | - | ------- | -------
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|Three Months Ended June 30, 2002: |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  | Ninety percent of gross proceeds       |                                                                        | $ | 135,025              |         | $                    | 984     |                                | $ | 33,426  |        
|                                  | Less ninety percent of                |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        | Operating expenditures                                                 |   |                      | (90,864 | )                    |         | (15,224                        | ) |         | (45,901
|                                  |                                        | Capital costs recovered                                                |   |                      |        |                      |         | (1,911                         | ) |         |       
|                                  |                                        | Accrual for future abandonment costs and interest on cost carryforward |   |                      |        |                      |         |                               |   |         |       
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  | Net proceeds (excess costs)            |                                                                        | $ | 44,161               |         | $                    | (16,151 | )                              | $ | (12,475 | )      
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  | Trust share of net proceeds (99.99%)   |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  | Production Volumes and Average Prices: |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        | Crude oil, condensate and natural gas liquids (Bbls)                   |   |                      | 129     |                      |         | 3                              |   |         | 1,205  
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        | Average sales price per Bbl                                            |   | $                    | 19.51   |                      | $       | 18.50                          |   | $       | 19.31  
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        | Natural gas (Mcf)                                                      |   |                      | 62,035  |                      |         | 325                            |   |         | 3,668  
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        | Average sales price per Mcf                                            |   | $                    | 2.14    |                      | $       | 2.88                           |   | $       | 2.77   
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  | Producing wells                        |                                                                        |   | 3                    |         |                      |        |                                |   |        |        

|                                  |                                        | Brazos A-7 and A-39                                                    |   | Matagorda Island 624 |         | West Delta 61 and 62 |         | South Marsh Island 155 and 156 |   | Total   |        
|--------------------------------- | -------------------------------------- | ---------------------------------------------------------------------- | - | -------------------- | ------- | -------------------- | ------- | ------------------------------ | - | ------- | -------
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|Three Months Ended June 30, 2001: |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  | Ninety percent of gross proceeds       |                                                                        | $ | 402,285              |         | $                    | 41,137  |                                | $ | 325,934 |        
|                                  | Less ninety percent of                |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        | Operating expenditures                                                 |   |                      | (77,530 | )                    |         | (50,122                        | ) |         | (79,335
|                                  |                                        | Capital costs recovered                                                |   |                      | (1,528  | )                    |         | (14,824                        | ) |         |       
|                                  |                                        | Accrual for future abandonment costs and interest on cost carryforward |   |                      |        |                      |         |                               |   |         |       
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  | Net proceeds                           |                                                                        | $ | 323,227              |         | $                    | (23,809 | )                              | $ | 246,599 |        
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  | Trust share of net proceeds (99.99%)   |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  | Production Volumes and Average Prices: |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        | Crude oil, condensate and natural gas liquids (Bbls)                   |   |                      | 78      |                      |         | 254                            |   |         | 4,949  
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        | Average sales price per Bbl                                            |   | $                    | 26.60   |                      | $       | 25.39                          |   | $       | 22.93  
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        | Natural gas (Mcf)                                                      |   |                      | 56,643  |                      |         | 5,917                          |   |         | 30,316 
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        | Average sales price per Mcf                                            |   | $                    | 7.07    |                      | $       | 5.85                           |   | $       | 7.01   
|                                  |                                        |                                                                        |   |                      |         |                      |         |                                |   |         |        
|                                  |                                        | Producing wells                                                        |   |                      | 2       |                      |         | 1                              |   |         | 3      

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9

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|                                 |                                        | Brazos A-7 and A-39                                  |         | Matagorda Island 624 |          | West Delta 61 and 62 |        | South Marsh Island 155 and 156 |         | Total  |         
|-------------------------------- | -------------------------------------- | ---------------------------------------------------- | ------- | -------------------- | -------- | -------------------- | ------ | ------------------------------ | ------- | ------ | --------
|                                 |                                        |                                                      |         |                      |          |                      |        |                                |         |        |         
|Six Months Ended June 30, 2002:  |                                        |                                                      |         |                      |          |                      |        |                                |         |        |         
|Ninety percent of gross proceeds |                                        | $                                                    | 249,154 |                      | $        | 151,068              |        | $                              | 145,528 |        | $       
|                                 | Less ninety percent of                |                                                      |         |                      |          |                      |        |                                |         |        |         
|                                 |                                        | Operating expenditures                               |         |                      | (322,307 | )                    |        | (55,993                        | )       |        | (117,835
|                                 |                                        | Capital costs recovered                              |         |                      |         |                      |        | (2,018                         | )       |        |        
|                                 |                                        | Accrual for future abandonment costs                 |         |                      |         |                      |        |                               |         |        |        
|                                 |                                        |                                                      |         |                      |          |                      |        |                                |         |        |         
|                                 | Net proceeds (excess costs)            |                                                      | $       | (73,153              | )        | $                    | 93,057 |                                | $       | 27,693 |         
|                                 |                                        |                                                      |         |                      |          |                      |        |                                |         |        |         
|                                 | Trust share of net proceeds (99.99%)   |                                                      |         |                      |          |                      |        |                                |         |        |         
|                                 |                                        |                                                      |         |                      |          |                      |        |                                |         |        |         
|                                 | Production Volumes and Average Prices: |                                                      |         |                      |          |                      |        |                                |         |        |         
|                                 |                                        | Crude oil, condensate and natural gas liquids (Bbls) |         |                      | 330      |                      |        | 827                            |         |        | 3,532   
|                                 |                                        |                                                      |         |                      |          |                      |        |                                |         |        |         
|                                 |                                        | Average sales price per Bbl                          |         | $                    | 19.02    |                      | $      | 20.30                          |         | $      | 21.48   
|                                 |                                        |                                                      |         |                      |          |                      |        |                                |         |        |         
|                                 |                                        | Natural gas (Mcf)                                    |         |                      | 117,959  |                      |        | 61,203                         |         |        | 24,832  
|                                 |                                        |                                                      |         |                      |          |                      |        |                                |         |        |         
|                                 |                                        | Average sales price per Mcf                          |         | $                    | 2.06     |                      | $      | 2.19                           |         | $      | 2.81    
|                                 |                                        |                                                      |         |                      |          |                      |        |                                |         |        |         
|                                 | Producing wells                        |                                                      |         | 3                    |          |                      |       |                                |         |       |         

|                                |                                        | Brazos A-7 and A-39                                  |   | Matagorda Island 624 |          | West Delta 61 and 62 |         | South Marsh Island 155 and 156 |   | Total   |         
|------------------------------- | -------------------------------------- | ---------------------------------------------------- | - | -------------------- | -------- | -------------------- | ------- | ------------------------------ | - | ------- | --------
|                                |                                        |                                                      |   |                      |          |                      |         |                                |   |         |         
|Six Months Ended June 30, 2001: |                                        |                                                      |   |                      |          |                      |         |                                |   |         |         
|                                | Ninety percent of gross proceeds       |                                                      | $ | 990,218              |          | $                    | 49,914  |                                | $ | 707,434 |         
|                                | Release of MMS royalty reserve         |                                                      |   |                      |          |                      |         |                                |   |         |         
|                                | Less ninety percent of                |                                                      |   |                      |          |                      |         |                                |   |         |         
|                                |                                        | Operating expenditures                               |   |                      | (157,606 | )                    |         | (71,817                        | ) |         | (126,133
|                                |                                        | Capital costs recovered                              |   |                      | (48,703  | )                    |         | (14,824                        | ) |         |        
|                                |                                        | Accrual for future abandonment costs                 |   |                      | (6,106   | )                    |         | (72                            | ) |         | (3,822  
|                                |                                        |                                                      |   |                      |          |                      |         |                                |   |         |         
|                                | Net proceeds                           |                                                      | $ | 777,803              |          | $                    | (36,799 | )                              | $ | 577,479 |         
|                                |                                        |                                                      |   |                      |          |                      |         |                                |   |         |         
|                                | Trust share of net proceeds (99.99%)   |                                                      |   |                      |          |                      |         |                                |   |         |         
|                                |                                        |                                                      |   |                      |          |                      |         |                                |   |         |         
|                                | Production Volumes and Average Prices: |                                                      |   |                      |          |                      |         |                                |   |         |         
|                                |                                        | Crude oil, condensate and natural gas liquids (Bbls) |   |                      | 221      |                      |         | 416                            |   |         | 11,106  
|                                |                                        |                                                      |   |                      |          |                      |         |                                |   |         |         
|                                |                                        | Average sales price per Bbl                          |   | $                    | 27.26    |                      | $       | 22.69                          |   | $       | 26.26   
|                                |                                        |                                                      |   |                      |          |                      |         |                                |   |         |         
|                                |                                        | Natural gas (Mcf)                                    |   |                      | 173,152  |                      |         | 6,319                          |   |         | 66,857  
|                                |                                        |                                                      |   |                      |          |                      |         |                                |   |         |         
|                                |                                        | Average sales price per Mcf                          |   | $                    | 5.68     |                      | $       | 6.40                           |   | $       | 6.22    
|                                |                                        |                                                      |   |                      |          |                      |         |                                |   |         |         
|                                | Producing wells                        |                                                      |   | 2                    |          |                      | 1       |                                |   | 3       |         

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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 2001 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 2001 Annual Report on Form 10-K and is available upon request from the Trustee.

The
December 31, 2001 reserve report prepared for the Partnership indicates that Royalty income expected to be received by the Trust in 2002 and thereafter could be below the
Termination Threshold. The reserve report estimates that future Royalty income to the Trust is approximately $1.6 million, while the Termination Threshold for 2001 was approximately
$1.3 million. Future Royalty income in the reserve report was calculated using oil and natural gas spot prices in effect at December 31, 2001 of $19.76 per barrel and $2.73 per Mcf,
respectively. Based on the current estimates of Royalty income and current market conditions in 2002, the Trustee expects that Royalty income received by the Trust will be below the Termination
Threshold in 2002. In addition, depending on the future price of oil and natural gas, the timing of production, market conditions, success of future drilling activity, if any, and other matters, the
Royalty income received by the Trust after 2002 may also be below the Termination Threshold. If Royalty income falls below the Termination Threshold for three successive years, the Trust would
terminate pursuant to the terms discussed above. 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, there can be no assurance that Royalty income received
by the Trust in 2002 or thereafter will be above the Termination Threshold.

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.

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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.

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 is the
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) 

A current Report on Form 8-K dated July 3, 2002 and filed on July 11, 2002, as amended, reported that the Trust dismissed Arthur
Andersen LLP as its independent public accountants and engaged KPMG LLP to serve as its independent public accountants for 2002.

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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:
August 12, 2002

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.

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