JPMorgan Chase Bank, N.A., individually and as lender, previously created a $3,000,000 Demand Promissory Note on September 28, 2007, with the Trust as borrower, for use by the Trustee to pay Trust expenses, under commercial terms and secured by the Trust's assets. In addition, on December 3, 2007, JPMorgan Chase Bank, N.A., individually and as lender, entered into an Amended and Restated Promissory Note (the "Amended and Restated Note"), with the Trust as borrower, to amend the Demand Promissory Note to provide for, among other provisions, an extension of the stated maturity date of the Loans made pursuant to the Demand Promissory Note and the Amended and Restated Note from December 31, 2007 until the earlier of (1) December 31, 2009, (2) 31 days after the Trust's receipt of any settlement proceeds, recovery or judgment in connection with the Lawsuit (as defined in the Amended and Restated Note),
(3) the final liquidation of the Trust's assets, (4) except for liens securing the Amended and Restated Note, the Trust granting or permitting to exist any mortgage, pledge or security interest in, or other encumbrance on, its assets without the prior written consent of the lender, or (5) if the settlement agreement and mutual release (the "Settlement Agreement") in connection with the Lawsuit was not approved by the court. The Settlement Agreement was not approved by the court. As the maturity date of this note had been met, the Amended and Restated Note became subject to call and repayment by the lender at any time in accordance with these terms.

On December 3, 2007, the Trust and JPMorgan Chase Bank, N.A. also entered into a First Amendment to Pledge Agreement, amending the definition of "Collateral" from the Pledge Agreement dated September 28, 2007 to include (1) all issued and outstanding general partnership interests by the Trust in the Partnership, together with any cash or property received in exchange or in substitution for such interests (collectively, the "Pledged Assets"), and any distributions received on such Pledged Assets or cash or property received upon any conversion or in exchange for such Pledged Assets; (2) all Other Collateral (as defined therein) owned by the Trust; (3) all deposit accounts in the name of the Trust;
(4) any consideration received or due to the Trust; and (5) all proceeds of any and all of the foregoing.

On August 25, 2008, the Trustee executed and delivered to JPMorgan Chase Bank, N.A., as lender, a Second Amended and Restated Promissory Note, dated June 25, 2008, in the aggregate principal amount of $4,000,000 and a Second Amendment to Pledge Agreement, also dated as of June 25, 2008. This Second Amended and Restated Promissory Note increased the principal amount available for borrowing, subject to the terms of such note, from $3 million to $4 million, and amended the definition of "Maturity Date" to delete the test relating to the failure of the court to approve the prior Settlement Agreement.

The foregoing descriptions are qualified in their entirety by reference to the full text of the Second Amended and Restated Promissory Note, which is attached as Exhibit 10.1, and the Second Amendment to Pledge Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, each of which are incorporated by reference into this Item 1.01.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

(d) Exhibits.

Exhibit 10.1        Second Amended and Restated Promissory Note, dated June 25,
                    2008, by and between Mesa Offshore Trust and JPMorgan Chase
                    Bank, N.A.

Exhibit 10.2        Second Amendment to Pledge Agreement, dated as of June 25, 2008,
                    by and between Mesa Offshore Trust and JPMorgan Chase Bank, N.A.