8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2006

Mesa Royalty Trust

(Exact name of registrant as specified in its charter)

Texas	1-07884	76-6284806
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

JPMorgan Chase Bank, N.A., Trustee
Institutional Trust Services
221 West Sixth Street
Austin, Texas	78701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 1-800-852-1422

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01  Regulation FD Disclosure.

On August 18, 2006, Mesa Royalty Trust issued a press release announcing that had been informed that Pioneer Natural Resources USA, Inc. had reached an agreement to settle claims in the lawsuit John Steven Alford and Robert Larrabee, individually and on behalf of a Plaintiff Class v. Pioneer Natural Resources USA, Inc.  A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to General Instruction B.2 of Form 8-K, the press release attached as Exhibit 99.1 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing by Mesa Royalty Trust under the Exchange Act or the Securities Act of 1933, as amended, but is instead “furnished” for purposes of that instruction.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit 99.1            Mesa Royalty Trust Press Release dated August 18, 2006.

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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 hereunto duly authorized.

	Mesa Royalty Trust
	By:	JPMorgan Chase Bank, N.A., as Trustee
Date: August 18, 2006	By:	/s/ Mike Ulrich
	Mike Ulrich
	Vice President and Trust Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Mesa Royalty Trust Press Release dated August 18, 2006.

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EX-99.1

Exhibit 99.1

Mesa-Royalty-Trust

Mesa Royalty Trust Announces Settlement of Litigation by Pioneer Affecting Trust Properties

MESA ROYALTY TRUST

JPMorgan Chase Bank, N.A., Trustee	NEWS
	RELEASE

FOR IMMEDIATE RELEASE

AUSTIN, TEXAS August 18, 2006 — Mesa Royalty Trust (NYSE symbol-MTR) today announced that it has been informed that Pioneer Natural Resources USA, Inc. (“Pioneer USA”) has reached an agreement to settle claims made in the lawsuit John Steven Alford and Robert Larrabee, individually and on behalf of a Plaintiff Class v. Pioneer Natural Resources USA, Inc., which is pending in the 26th Judicial District Court, Stevens County, Kansas.  The plaintiffs in this lawsuit are royalty owners in oil and gas properties located in the Hugoton field, which are owned by Pioneer USA, a subsidiary of Pioneer Natural Resources Company (“Pioneer”).  The plaintiffs sued a predecessor company to Pioneer USA asserting various claims relating to alleged improper deductions in the calculation of royalties.

Under the terms of the agreement, Pioneer USA will make cash payments to settle the plaintiffs’ claims with respect to production occurring on and before December 31, 2005.  Pioneer USA also agreed to adjust the manner in which royalty payments to the class members will be calculated for production occurring on and after January 1, 2006.

Pioneer’s portion of the cash payment is expected to be approximately $32 million. The cash portion will be paid in two installments.  Pioneer has advised the Trustee that the portion of the cash payments net to the Trust’s interest will be approximately $1.1 million payable on September 30, 2006 and $1.0 million payable on September 30, 2007.  Pioneer USA will initially pay the costs attributable to the Trust’s interest but will recover these costs through payments out of future gross proceeds on the Trust’s properties.  Accordingly, royalty income to the Trust will be reduced until all of these payments, together with any applicable interest as provided under the overriding royalty conveyance of the Trust’s properties, are recouped by Pioneer USA.

Pioneer has advised the Trustee that the settlement agreement is subject to customary conditions, including preliminary and final court approval.

Contact:	Mesa Royalty Trust
	JPMorgan Chase Bank, N.A., as Trustee
	Mike Ulrich
	1(800) 852-1422
	(512) 479-2562
www.businesswire.com/cnn/mtr.htm
		221 West Sixth Street,	Austin, TX 78701