MESA ROYALTY TRUST/TX
10-Q, 1998-08-13
OIL ROYALTY TRADERS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30,
     1998

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

                         COMMISSION FILE NUMBER 1-7884

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

                          TEXAS                        74-6284806
                 (STATE OF INCORPORATION            (I.R.S. EMPLOYER
                    OR ORGANIZATION)               IDENTIFICATION NO.)

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

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

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

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

     As of August 10, 1998 -- 1,863,590 Units of Beneficial Interest in Mesa
Royalty Trust.

================================================================================
<PAGE>
                        PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                               MESA ROYALTY TRUST

                       STATEMENTS OF DISTRIBUTABLE INCOME
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED             SIX MONTHS ENDED
                                                 JUNE 30,                      JUNE 30,
                                       ----------------------------  ----------------------------
                                           1998           1997           1998           1997
                                       -------------  -------------  -------------  -------------
<S>                                    <C>            <C>            <C>            <C>          
Royalty income.......................  $   1,620,266  $   1,648,915  $   3,803,345  $   5,511,830
Interest income......................         20,393         15,915         45,873         56,691
General and administrative expense...         (7,581)       (12,190)       (26,631)       (18,578)
                                       -------------  -------------  -------------  -------------
     Distributable income............  $   1,633,078  $   1,652,640  $   3,822,587  $   5,549,943
                                       =============  =============  =============  =============
     Distributable income per unit...  $       .8763  $       .8868  $      2.0512  $      2.9780
                                       =============  =============  =============  =============
</TABLE>
<TABLE>
<CAPTION>
               STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

                                          JUNE 30,       DECEMBER 31,
                                            1998             1997
                                        ------------     ------------
                                        (UNAUDITED)

<S>                                     <C>              <C>         
               ASSETS
Cash and short-term investments......   $  1,612,685     $  2,071,790
Interest receivable..................         20,393           32,350
Net overriding royalty interest in
  oil and gas properties.............     42,498,034       42,498,034
Accumulated amortization.............    (27,846,743)     (26,985,308)
                                        ------------     ------------
                                        $ 16,284,369     $ 17,616,866
                                        ============     ============

    LIABILITIES AND TRUST CORPUS
Distributions payable................   $  1,633,078     $  2,104,140
Trust corpus (1,863,590 units of
  beneficial interest
  authorized and outstanding)........     14,651,291       15,512,726
                                        ------------     ------------
                                        $ 16,284,369     $ 17,616,866
                                        ============     ============
</TABLE>

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

                                       1
<PAGE>
                               MESA ROYALTY TRUST

                     STATEMENTS OF CHANGES IN TRUST CORPUS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED               SIX MONTHS ENDED
                                                  JUNE 30,                        JUNE 30,
                                       ------------------------------  ------------------------------
                                            1998            1997            1998            1997
                                       --------------  --------------  --------------  --------------
<S>                                    <C>             <C>             <C>             <C>           
Trust corpus, beginning of period....  $   15,071,258  $   16,876,898  $   15,512,726  $   17,414,537
     Distributable income............       1,633,078       1,652,640       3,822,587       5,549,943
     Distributions to unitholders....      (1,633,078)     (1,652,640)     (3,822,587)     (5,549,943)
     Amortization of net overriding
        royalty interest.............        (419,967)       (480,412)       (861,435)     (1,018,051)
                                       --------------  --------------  --------------  --------------
Trust corpus, end of period..........  $   14,651,291  $   16,396,486  $   14,651,291  $   16,396,486
                                       ==============  ==============  ==============  ==============

</TABLE>
  (The accompanying notes are an integral part of these financial statements.)

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

NOTE 1 -- TRUST ORGANIZATION

     The Mesa Royalty Trust (the "Trust") was created on November 1, 1979 when
Mesa Petroleum Co. conveyed to the Trust a 90% net profits overriding royalty
interest (the "Royalty") in certain producing oil and gas properties located
in the Hugoton field of Kansas, the San Juan Basin field of New Mexico and
Colorado and the Yellow Creek field of Wyoming (collectively, the "Royalty
Properties"). Mesa Petroleum Co. was the predecessor to Mesa Limited
Partnership ("MLP"), the predecessor to MESA Inc. On April 30, 1991, MLP sold
its interests in the Royalty Properties located in the San Juan Basin field to
Conoco Inc. ("Conoco"), a wholly owned subsidiary of E. I. duPont de Nemours &
Company. Conoco sold the portion of its interests in the San Juan Basin Royalty
Properties located in Colorado to MarkWest Energy Partners, Ltd. (effective
January 1, 1993) and Red Willow Production Company (effective April 1, 1992). On
October 26, 1994, MarkWest Energy Partners, Ltd. sold substantially all of its
interest in the Colorado San Juan Basin Royalty Properties to Amoco Production
Company ("Amoco"), a subsidiary of Amoco Corp. Until August 7, 1997, MESA Inc.
operated the Hugoton Royalty Properties through Mesa Operating Co. ("Mesa"), a
subsidiary of MESA Inc. On August 7, 1997, MESA Inc. merged with and into
Pioneer Natural Resources Company ("Pioneer"), formerly a wholly owned
subsidiary of MESA Inc., and Parker & Parsley Petroleum Company merged with and
into Pioneer Natural Resources USA, Inc. (successor to Mesa Operating Co.), a
wholly owned subsidiary of Pioneer ("PNR") (collectively, the mergers are
referred to herein as the "Merger"). Subsequent to the Merger, the Hugoton
Royalty Properties are operated by PNR. The San Juan Basin Royalty Properties
located in New Mexico are operated by Conoco. The San Juan Basin Royalty
Properties located in Colorado are operated by Amoco. As used in this report,
PNR refers to the operator of the Hugoton Royalty Properties, Conoco refers to
the operator of the San Juan Basin Royalty Properties, other than the portion of
such properties located in Colorado, and Amoco refers to the operator of the
Colorado San Juan Basin Royalty Properties unless otherwise indicated. The terms
"working interest owner" and "working interest owners" generally refer to
the operators of the Royalty Properties as described above, unless the context
in which such terms are used indicates otherwise.

NOTE 2 -- BASIS OF PRESENTATION

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

     The Mesa Royalty Trust Indenture was amended in 1985, the effect of which
was an overall reduction of approximately 88.56% in the size of the Trust;
therefore, the Trust is now entitled each month to receive 90% of 11.44% of the
net proceeds for the preceding month. Generally, net proceeds means the excess
of the amounts received by the working interest owners from sales of oil and gas
from the Royalty Properties over operating and capital costs incurred.

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

          (a)  Royalty income recorded for a month is the amount computed and
     paid by the working interest owners to the Trustee for such month rather
     than either the value of a portion of the oil and gas produced by the
     working interest owners for such month or the amount subsequently
     determined to be the Trust's proportionate share of the net proceeds for
     such month;

          (b)  Interest income, interest receivable, and distributions payable
     to unitholders include interest to be earned from the balance sheet date
     through the next distribution date;

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

          (d)  Amortization of the net overriding royalty interests, which is
     calculated on a unit-of-production basis, is charged directly to trust
     corpus since such amount does not affect distributable income; and

          (e)  Distributions payable are determined on a monthly basis and are
     payable to unitholders of record as of the last business day of each month
     or such other day as the Trustee determines is required to comply with
     legal or stock exchange requirements. However, cash distributions are made
     quarterly in January, April, July and October, and include interest earned
     from the monthly record dates to the date of distribution.

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

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

NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Form 10-Q includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical facts included in this Form 10-Q, including without
limitation the statements under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" are forward-looking statements.
Although the Working Interest Owners have advised the Trust that they believe
that the expectations reflected in the forward-looking statements contained
herein 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 without limitation in
conjunction with the forward-looking statements included in this Form 10-Q. All
subsequent written and oral forward-looking statements attributable to the Trust
or persons acting on its behalf are expressly qualified in their entirety by the
Cautionary Statements.

INFORMATION SYSTEMS FOR THE YEAR 2000

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

     Conoco has essentially completed the inventory and assessment phases and
has entered the remediation and testing phases of its plan to become year
2000-capable. Their target for completing year 2000 modifications is mid-1999;
however, additional refinements and testing may continue through the end of
1999. Conoco expects that the costs will not have a material financial impact on
the Trust. However, Conoco cannot reasonably estimate the potential impact on
its financial condition and operations if key third parties, including
governments, do not become year 2000-capable on a timely basis. Conoco is
working through various trade associations as well as communicating directly
with its significant suppliers and customers to determine their year 2000
capability. In addition, Conoco has begun contingency planning to handle
potential disruptions in electrical, telecommunications, transportation and
distribution services. There can be no guarantee that these efforts will prevent
the failure of third parties to become year 2000 capable from having a material
adverse affect on Conoco's financial condition or operations.

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

                                       5
<PAGE>
                  SUMMARY OF ROYALTY INCOME AND AVERAGE PRICES

     Royalty income is computed after deducting the Trust's proportionate share
of capital costs, operating costs and interest on any cost carryforward from the
Trust's proportionate share of "Gross Proceeds," as defined in the Royalty
conveyance. The following unaudited summary illustrates the net effect of the
components of the actual Royalty computation for the periods indicated.
<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED JUNE 30,
                                       -----------------------------------------------------------
                                                   1998                           1997
                                       ----------------------------   ----------------------------
                                                           OIL,                           OIL,
                                                        CONDENSATE                     CONDENSATE
                                          NATURAL      AND NATURAL       NATURAL      AND NATURAL
                                            GAS        GAS LIQUIDS         GAS        GAS LIQUIDS
                                       -------------   ------------   -------------   ------------
<S>                                    <C>              <C>           <C>              <C>        
The Trust's proportionate share of
  Gross Proceeds(1)..................  $   2,135,934    $   438,436   $   1,991,448    $   621,214
Less the Trust's proportionate share
  of:
     Capital costs recovered(2)......       (154,400)       --              (72,594)       --
     Operating costs.................       (769,130)       (21,644)       (843,368)       (38,938)
     Interest on cost carryforward...         (8,930)       --               (8,847)       --
                                       -------------   ------------   -------------   ------------
Royalty income.......................  $   1,203,474    $   416,792   $   1,066,639    $   582,276
                                       =============   ============   =============   ============
Average sales price..................  $        2.02    $     11.02   $        1.77    $     13.89
                                       =============   ============   =============   ============
                                           (Mcf)          (Bbls)          (Mcf)          (Bbls)
Net production volumes attributable
  to the Royalty.....................        596,505         37,805         602,621         41,935
                                       =============   ============   =============   ============

                                                        SIX MONTHS ENDED JUNE 30,
                                       -----------------------------------------------------------
                                                   1998                           1997
                                       ----------------------------   ----------------------------
                                                           OIL,                           OIL,
                                                        CONDENSATE                     CONDENSATE
                                          NATURAL      AND NATURAL       NATURAL      AND NATURAL
                                            GAS        GAS LIQUIDS         GAS        GAS LIQUIDS
                                       -------------   ------------   -------------   ------------
The Trust's proportionate share of
  Gross Proceeds(1)..................  $   4,815,049    $   980,017   $   6,032,327    $ 1,576,696
Less the Trust's proportionate share
  of:
     Capital costs recovered(2)......       (378,874)       --             (141,027)       --
     Operating costs.................     (1,507,947)       (86,992)     (1,858,659)       (79,813)
     Interest on cost carryforward...        (17,908)       --              (17,694)       --
                                       -------------   ------------   -------------   ------------
Royalty income.......................  $   2,910,320    $   893,025   $   4,014,947    $ 1,496,883
                                       =============   ============   =============   ============
Average sales price..................  $        2.22    $     12.04   $        2.53    $     17.22
                                       =============   ============   =============   ============
                                           (Mcf)          (Bbls)          (Mcf)          (Bbls)
Net production volumes attributable
  to the Royalty.....................      1,308,247         74,144       1,581,289         86,921
                                       =============   ============   =============   ============

</TABLE>
- ------------

(1) Gross Proceeds attributable to natural gas liquids for the Hugoton and San
    Juan Basin Royalty Properties are net of a volumetric in-kind processing fee
    retained by PNR and Conoco, respectively.

(2) Capital costs recovered represents capital costs incurred during the current
    or prior periods to the extent that such costs have been recovered by the
    working interest owners from current period Gross Proceeds. Cost
    carryforward represents capital costs incurred during the current or prior
    periods which will be recovered from future period Gross Proceeds. The cost
    carryforward resulting from the Fruitland Coal drilling program was $477,841
    and $455,725 at June 30, 1998 and June 30, 1997 which relate solely to the
    San Juan Basin Colorado properties.

                                       6
<PAGE>
THREE MONTHS ENDED JUNE 30, 1998 AND 1997

     The distributable income of the Trust includes the Royalty income received
from the working interest owners during such period, plus interest income earned
to the date of distribution. Trust administration expenses are deducted in the
computation of distributable income. Distributable income for the quarter ended
June 30, 1998 was $1,633,078, representing $.8763 per unit, compared to
$1,652,640, representing $.8868 per unit, for the quarter ended June 30, 1997.
Based on 1,863,590 units outstanding for the quarters ended June 30, 1998 and
1997, respectively, the per unit distributions were as follows:

                                         1998       1997
                                       ---------  ---------
April................................  $   .3333  $   .3958
May..................................      .2870      .2219
June.................................      .2560      .2691
                                       ---------  ---------
                                       $   .8763  $   .8868
                                       =========  =========

HUGOTON FIELD

     PNR has advised the Trust that since June 1, 1995 natural gas produced from
the Hugoton field has generally been sold under short-term contracts at market
clearing prices to multiple purchasers including Western Resources, Inc.
("WRI"), OnEok, formerly Western Gas Marketing, Amoco Production Company, and
Anadarko Energy Services, Inc. PNR expects to continue to market gas production
from the Hugoton field under short-term and multi-month contracts. Overall
market prices received for natural gas from the Hugoton Royalty Properties were
higher in the second quarter of 1998 compared to the second quarter of 1997.

     In June 1994, PNR entered into a Gas Transportation Agreement with WRI
("Gas Transportation Agreement") for a primary term of five years commencing
June 1, 1995 and ending June 1, 2000, but which may be continued in effect
year-to-year thereafter. Pursuant to the Gas Transportation Agreement, WRI has
agreed to compress and transport up to 160 MMcf per day of gas and redeliver
such gas to PNR at the inlet of PNR's Satanta Plant. PNR has agreed to pay WRI a
fee of $0.06 per Mcf escalating 4% annually as of June 1, 1996.

     Royalty income attributable to the Hugoton Royalty increased to $1,117,167
in the second quarter of 1998, as compared to $1,059,859 in the second quarter
of 1997 primarily due to higher average natural gas sales prices. The average
price received in the second quarter of 1998 for natural gas and natural gas
liquids sold from the Hugoton field was $2.09 per Mcf and $10.72 per barrel,
respectively, compared to $1.77 per Mcf and $13.85 per barrel during the same
period in 1997. In addition, net production attributable to the Hugoton Royalty
was 390,690 Mcf of natural gas and 28,043 barrels of natural gas liquids in the
second quarter of 1998 compared to 347,723 Mcf of natural gas and 32,086 barrels
of natural gas liquids in the second quarter of 1997. Changes in production
attributable to the Hugoton Royalty were due to normal fluctuations.

     Allowable rates of production in the Hugoton field are set by the Kansas
Corporation Commission (the "KCC") based on the level of market demand. The
KCC has set the Hugoton field allowable for the period April 1, 1998 through
September 30, 1998, at 214.6 billion cubic feet of gas, compared with 223
billion cubic feet of gas during the same period last year.

SAN JUAN BASIN

     Royalty income from the San Juan Basin Royalty Properties is calculated and
paid to the Trust on a state-by-state basis. The Royalty income from the San
Juan Basin Royalty Properties located in the state of New Mexico decreased to
$503,099 during the second quarter of 1998 as compared with $589,056 in the
second quarter of 1997 due to lower natural gas production and lower average
natural gas liquids prices. No Royalty income was received from the San Juan
Basin Royalty Properties 

                                       7
<PAGE>
located in Colorado for the second quarter of 1998 or 1997, as costs associated
with the Fruitland Coal drilling on such properties have not been fully
recovered. Net production attributable to the San Juan Basin Royalty was 205,815
Mcf of natural gas and 9,762 barrels of natural gas liquids in the second
quarter of 1998 as compared to 254,898 Mcf of natural gas and 9,849 barrels of
natural gas liquids in the second quarter of 1997. The average price received in
the second quarter of 1998 for natural gas sold from the San Juan Basin was
$1.88 per Mcf, compared to $1.77 per Mcf during the same period in 1997.

     The Trust's interest in the San Juan Basin was conveyed from PNR's working
interest in 31,328 net producing acres in northwestern New Mexico and
southwestern Colorado. The San Juan Basin New Mexico reserves represent
approximately 36% of the Trust's reserves. PNR completed the sale of its
underlying interest in the San Juan Basin Royalty Properties to Conoco on April
30, 1991. Conoco subsequently sold its underlying interest in the Colorado
portion of the San Juan Basin Royalty Properties to MarkWest Energy Partners,
Ltd. (effective January 1, 1993) and Red Willow Production Company (effective
April 1, 1992). On October 26, 1994, MarkWest Energy Partners, Ltd. sold
substantially all of its interest in the Colorado San Juan Basin Royalty
Properties to Amoco. The San Juan Basin Royalty Properties located in Colorado
account for less than 5% of the Trust's reserves.

SIX MONTHS ENDED JUNE 30, 1998 AND 1997

     Distributable income decreased to $3,822,587 for the six months ended June
30, 1998 from $5,549,943 for the same period in 1997.

HUGOTON FIELD

     Royalty income attributable to the Hugoton Royalty Properties decreased to
$2,618,041 for the six months ended June 30, 1998 from $3,529,988 for the same
period in 1997 primarily due to lower natural gas and natural gas liquids
production and as well as lower average prices. The average price received in
the first six months of 1998 for natural gas sold from the Hugoton field was
$2.29 per Mcf, compared to $2.66 per Mcf during the same period in 1997.

SAN JUAN BASIN

     Royalty income attributable to the New Mexico San Juan Basin Royalty
Properties decreased to $1,185,304 for the first six months of 1998 compared to
$1,981,842 in the first six months of 1997 primarily as a result of decreased
average natural gas and natural gas liquids prices. The average price received
in the first six months of 1998 for natural gas sold from the San Juan Basin was
$2.10 per Mcf, compared to $2.38 per Mcf during the same period in 1997. No
Royalty income was received from San Juan Basin Royalty Properties located in
Colorado for the six months ended June 30, 1998 and 1997, as costs associated
with Fruitland Coal drilling on such properties have not been fully recovered.

     The gas that is currently being produced from the San Juan Basin Royalty
Properties is being sold primarily on the spot market.

     No distributions related to the Colorado portion of the San Juan Basin
Royalty have been made since 1990, as the costs of the Fruitland Coal drilling
in Colorado have not yet been recovered. The San Juan Basin development drilling
program has no effect on Royalty income or distributions relating to the Hugoton
Royalty.

     Conoco has informed the Trust that it believes the production from the
Fruitland Coal formation will generally qualify for the tax credits provided
under Section 29 of the Internal Revenue Code of 1986, as amended. Thus,
unitholders are potentially eligible to claim their share of the tax credit
attributable to this qualifying production. Each unitholder should consult his
tax advisor regarding the limitations and requirements for claiming this tax
credit.

                                       8
<PAGE>
                          PART II -- OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (A)  EXHIBITS

     (Asterisk indicates exhibit previously filed with the Securities and
Exchange Commission and incorporated herein by reference.)
<TABLE>
<CAPTION>

                                                                                                 SEC FILE
                                                                                                    OR
                                                                                               REGISTRATION    EXHIBIT
                                                                                                  NUMBER       NUMBER
                                                                                               ------------    -------
<S>                <C>                                                                         <C>             <C>
       4(a)        *Mesa Royalty Trust Indenture between Mesa Petroleum Co. and Texas
                    Commerce Bank National Association, as Trustee, dated November 1,
                    1979....................................................................      2-65217          1(a)
       4(b)        *Overriding Royalty Conveyance between Mesa Petroleum Co. and Texas
                    Commerce Bank, as Trustee, dated November 1, 1979.......................      2-65217          1(b)
       4(c)        *First Amendment to the Mesa Royalty Trust Indenture dated as of March
                    14, 1985 (Exhibit 4(c) to Form 10-K for year ended December 31, 1984 of
                    Mesa Royalty Trust).....................................................       1-7884          4(c)
       4(d)        *Form of Assignment of Overriding Royalty Interest, effective April 1,
                    1985, from Texas Commerce Bank National Association, as Trustee, to MTR
                    Holding Co. (Exhibit 4(d) to Form 10-K for year ended December 31, 1984
                    of Mesa Royalty Trust)..................................................       1-7884          4(d)
       4(e)        *Purchase and Sale Agreement, dated March 25, 1991, by and among Mesa
                    Limited Partnership, Mesa Operating Limited Partnership and Conoco, as
                    amended on April 30, 1991 (Exhibit 4(e) to Form 10-K for year ended
                    December 31, 1991 of Mesa Royalty Trust)................................       1-7884          4(e)
         27         Financial Data Schedule
</TABLE>

     (B)  REPORTS ON FORM 8-K

     No reports on Form 8-K were filed with the Securities and Exchange
Commission by the Trust during the second quarter of 1998.

                                       9
<PAGE>
                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                          MESA ROYALTY TRUST

                                             CHASE BANK OF TEXAS,
                                          By NATIONAL ASSOCIATION
                                                   TRUSTEE

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

Date:  August 10, 1998

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

                                       10

<PAGE>

                               INDEX TO EXHIBITS


        4(a)    *Mesa Royalty Trust Indenture between Mesa Petroleum Co. and
                Texas Commerce Bank National Association, as Trustee, dated
                November 1, 1979
        4(b)    *Overriding Royalty Conveyance between Mesa Petroleum Co. and
                Texas Commerce Bank, as Trustee, dated November 1,
                1979
        4(c)    *First Amendment to the Mesa Royalty Trust Indenture dated as of
                March 14, 1985 (Exhibit 4(c) to Form 10-K for year ended
                December 31, 1984 of Mesa Royalty Trust)
        4(d)    *Form of Assignment of Overriding Royalty Interest, effective
                April 1, 1985, from Texas Commerce Bank National Association, as
                Trustee, to MTR Holding Co. (Exhibit 4(d) to Form 10-K for year
                ended December 31, 1984 of Mesa Royalty Trust)
        4(e)    *Purchase and Sale Agreement, dated March 25, 1991, by and among
                Mesa Limited Partnership, Mesa Operating Limited Partnership and
                Conoco, as amended on April 30, 1991 (Exhibit 4(e) to Form 10-K
                for year ended December 31, 1991 of Mesa Royalty Trust)
        27      Financial Data Schedule

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MESA ROYALTY
TRUST 1998 SECOND QUARTER REPORT AND FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH 1998 SECOND QUARTER REPORT AND FORM 10-Q.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                       1,612,685
<SECURITIES>                                         0
<RECEIVABLES>                                   20,393
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,633,078
<PP&E>                                      42,498,034
<DEPRECIATION>                              27,846,743
<TOTAL-ASSETS>                              16,284,369
<CURRENT-LIABILITIES>                        1,633,078
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  14,651,291
<TOTAL-LIABILITY-AND-EQUITY>                16,284,369
<SALES>                                      3,803,345
<TOTAL-REVENUES>                             3,849,218
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              3,822,587
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          3,822,587
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,822,587
<EPS-PRIMARY>                                     2.05
<EPS-DILUTED>                                     2.05
        

</TABLE>


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