UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

SEC FILE NUMBER
1-7884

CUSIP NUMBER

NOTIFICATION OF LATE FILING

590660106

(Check one):

x Form 10-K

o Form 20-F

o Form 11-K

o Form 10-Q

o Form 10-D

o Form N-SAR

o Form N-CSR

For Period Ended:

December 31, 2006

o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Mesa Royalty Trust

Full Name of Registrant

N/A

Former Name if Applicable

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

Address of Principal Executive Office (Street and Number)

919 Congress Avenue, Austin, Texas 78701

City, State and Zip Code

 (a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

x

 (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 (c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

The Bank of New York, as Trustee of Mesa Royalty Trust (The “Trust”) has been working diligently to complete all the required information for its annual report on Form 10-K for the year ended December 31, 2006 (the “Form 10-K”), and portions of such information have been completed as of this date.  However, the Trustee does not believe the Form 10-K can be completed on or before the March 16, 2007 prescribed due date due to a delay in the preparation of the Trust’s fourth quarter and fiscal year 2006 financial statements. There is a delay in the completion of reserve estimates for certain non-operated properties in which the Trust has an ownership interest.  The Trustee intends to file the Form 10-K as soon as practicable, and in no event later than the fifteenth calendar day following the prescribed due date.

(1)

Name and telephone number of person to contact in regard to this notification

Mike Ulrich

800

852-1422

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

x Yes    o No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

o Yes    x No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Mesa Royalty Trust

By:  The Bank of New York Trust Company, N.A., Trustee for Mesa

Royalty Trust

Date

March 13, 2007

/S/ MIKE ULRICH

Name:  Mike Ulrich

Title:  Vice President and Trust Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).