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): April 24, 2008

Mesa Offshore Trust

(Exact name of registrant as specified in its charter)

Texas	1-08432	76-6004065
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

JPMorgan Chase Bank, N.A., Trustee
919 Congress Avenue
Austin, Texas	78701
(Address of principal executive offices)	(Zip Code)

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

NOT APPLICABLE

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

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

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

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

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

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

Item 2.02 Results of Operation and Financial Condition.

On April 24, 2008, Mesa Offshore Trust issued a press release announcing Mesa Offshore Trust’s royalty income, income distribution and trust expenses for the month of April 2008. A copy of the press release is furnished 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 under the Exchange Act or the Securities Act of 1933, as amended, but is instead furnished for purposes of that instruction.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	Exhibit 99.1	Mesa Offshore Trust Press Release dated April 24, 2008.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Mesa Offshore Trust
	By:	JPMorgan Chase Bank, N.A.,
		as Trustee for Mesa Offshore Trust
Date: April 24, 2008	By:	/s/ Mike Ulrich
		Mike Ulrich
		Vice President
		The Bank of New York Trust Company, N.A.,
		as attorney-in-fact for the Trustee

3

EXHIBIT INDEX

Exhibit	Description
99.1	Mesa Offshore Trust Press Release dated April 24, 2008.

4

EX-99.1

Exhibit 99.1

Mesa-Offshore-Trust

Mesa Offshore Trust Announces No Trust Income for April 2008

MESA OFFSHORE TRUST

JPMorgan Chase Bank, N.A., Trustee

NEWS
	RELEASE

For Immediate Release

Austin, Texas April 24, 2008– Mesa Offshore Trust (OTC symbol-MOSH) announced that there will be no Trust income distribution for the month of April 2008 for Unitholders of record on April 30, 2008.

The Trust did not receive any Royalty income from the Working Interest Owner for the month of April 2008. As of February 29, 2008 the Working Interest Owner estimates that the abandonment accrual for amounts expended and for projected future abandonment expenses for the properties in which the Trust has an interest is approximately $1.4 million net to the Trust. These costs will be deducted from any future gross proceeds on the Royalty properties, which deductions will reduce future Royalty income. As of April 22, 2008 approximately $593,000 of the estimated abandonment expenses has been recouped. In addition, no Royalty income will be distributed to Unitholders until JPMorgan Chase Bank, N.A., in its capacity as Trustee (the “Trustee”), recoups Trust expenses being paid from the reserve that the Trustee has established for anticipated future expenses. As of December 31, 2007, approximately $3.9 million will be withheld by the Trustee from future Royalty income before Trust distributions to the Unitholders will resume. Trust expenditures for the month of April 2008 will be approximately $81,000. Trust expenditures in excess of royalty income received have depleted the Trust’s reserve for Trust expenses to approximately $3,000. On December 3, 2007 the Trust entered into an Amended and Restated Promissory Note with JPMorgan Chase Bank, N.A. as lender (the “Lender”), which amended the Demand Promissory Note (the “Demand Note”) dated September 28, 2007, relating to demand loans that may be advanced by the Lender from time to time in the principal amount of up to $3 million.  The demand loans will bear interest at the prime rate plus 2%, provided such rate shall in no event exceed the maximum legal rate of interest permitted by applicable law. As of March 31, 2008, approximately $2,478,000 had been advanced to the Trustee for Trust expenses under this demand note and the Trust had unpaid expenses of approximately $42,000.  The maturity date of the Amended and Restated Promissory Note was accelerated effective as of January 22, 2008.

The extent of future distributions from the properties in which the Trust has an interest will continue to be dependent on normal factors associated with oil and gas operations such as oil and gas production levels, prices and associated cost, accruals for future abandonment costs, timing and extent of capital expenditures.

Contact:	Mesa Offshore Trust
	JPMorgan Chase Bank, N.A., as Trustee
	Mike Ulrich
	1(800) 852-1422

www.businesswire.com/cnn/mosh.htm

919 Congress Avenue, Austin, TX 78701