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 6, 2009

Mesa Royalty Trust

(Exact name of registrant as specified in its charter)

Texas	1-7884	76-6284806
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation )	File Number)	Identification No.)
The Bank of New York Mellon Trust Company,
N.A., Trustee
Global Corporate Trust
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing.

As disclosed by Mesa Royalty Trust (the “Trust”) in its press release dated April 6, 2009 and its Notification of Late Filing on Form 12b-25 filed with the Securities and Exchange Commission on March 19, 2009, the Trust was not able to file its Annual Report on Form 10-K for the year ended December 31, 2008 (the “2008 Form 10-K”) in a timely manner because of the previously disclosed delay in the completion of reserve information by the Trust’s independent reserve engineer for certain non-operated properties in which the Trust has an ownership interest and related preparation of the Trust’s fiscal year 2007 financial statements.  The Trust filed its Annual Report on Form 10-K for the year ended December 31, 2007 on April 6, 2009.  The Trustee is currently working diligently to complete each of the Form 10-Qs for the periods ended March 31, June 30 and September 30, 2008, and the 2008 Form 10-K, and intends to file each of these as promptly as possible.

On April 6, 2009, The Bank of New York Trust Company, N.A., the Trustee of the Trust, informed the New York Stock Exchange, Inc. (the “NYSE”) that the Trust failed to file its 2008 Form 10-K timely pursuant to Section 203.01 (Reporting Financial Information to Shareholders) of the NYSE’s Listed Company Manual and, as a result, is subject to the procedures under Section 802.01E (SEC Annual Report Timely Filing Criteria) of the NYSE’s Listed Company Manual. The Trust received a letter from the NYSE regarding these procedures on April 6, 2009.

The Trust’s units remain listed on the NYSE under the symbol MTR, but have been assigned a “.LF” indicator by the NYSE to signify that the Trust is on the “late filer” list.  The Trust will remain on the late filer list until such time as the Trust is current with all of its periodic reports filed with the Securities and Exchange Commission.  Although the Trust intends to cure the deficiencies and to return to compliance with the NYSE continued listing requirements, there can be no assurance that it will be able to do so.    In the event that the Trust is unable to return to compliance with the NYSE continued listing requirements, the NYSE will move forward with the initiation of suspension and delisting procedures.

Pursuant to General Instruction B.2 of Form 8-K and Securities and Exchange Commission Release No. 33-8176, 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, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under 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 April 6, 2009.

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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: THE BANK OF NEW YORK MELLON TRUST
		COMPANY, N.A., AS TRUSTEE
Date: April 7, 2009
		By:	/s/ Mike Ulrich
			Mike Ulrich
			Vice President

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EXHIBIT INDEX

Exhibit	Description
99.1	Mesa Royalty Trust Press Release dated April 6, 2009.

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EX-99.1

Exhibit 99.1

Mesa Royalty Trust Files 2007 Annual Report on Form 10-K

MESA ROYALTY TRUST

The Bank of New York Mellon Trust Company, N.A., Trustee

NEWS

RELEASE

FOR IMMEDIATE RELEASE

AUSTIN, TEXAS April 6, 2009 - On April 6, 2009, The Bank of New York Mellon Trust Company, N.A., the Trustee of Mesa Royalty Trust (the “Trust”) (NYSE: MTR), announced that it filed with the U.S. Securities and Exchange Commission (“SEC”) its Annual Report on Form 10-K for the year ended December 31, 2007 (“2007 Form 10-K”).  The Report may be obtained from the SEC web site at http://www.sec.gov.

As disclosed on December 12, 2008, the filing of the 2007 Form 10-K was delayed due to the preparation of reserve information by the Trust’s independent reserve engineer.  As a result, the Trust failed to file the 2007 Form 10-K timely pursuant to Section 203.01 (Reporting Financial Information to Shareholders) of the NYSE’s Listed Company Manual and, became subject to the procedures under Section 802.01E (SEC Annual Report Timely Filing Criteria) of the NYSE’s Listed Company Manual.  The Trust was originally granted an additional trading period on October 16, 2008, giving the Trust until December 1, 2008 to complete and file the 2007 Form 10-K, and was granted an additional trading period by the NYSE on December 5, 2008, giving the Trust until April 15, 2009 to complete and file the 2007 Form 10-K.

The Trustee is currently working diligently to complete each of the Form 10-Qs for the periods ended March 31, June 30 and September 30, 2008, and the 2008 Form 10-K, and intends to file each of these as promptly as possible.

The Trust’s units remain listed on the NYSE under the symbol MTR, but have been assigned a “.LF” indicator by the NYSE to signify that the Trust is on the “late filer” list.  The Trust will remain on the late filer list until such time as the Trust is current with all of its periodic reports filed with the Securities and Exchange Commission.  Although the Trust intends to cure the deficiencies and to return to compliance with the NYSE continued listing requirements, there can be no assurance that it will be able to do so.    In the event that the Trust is unable to return to compliance with the NYSE continued listing requirements, the NYSE will move forward with the initiation of suspension and delisting procedures.

Contact:Mesa Royalty Trust

The Bank of New York Trust Company, N.A., as Trustee

Mike Ulrich

1(800) 852-1422

www.businesswire.com/cnn/mtr.htm

919 Congress Avenue, Austin, TX 78701