SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                  FORM 8-A/A
                                  ==========

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934



                                   MESA INC.
                                   =========
            (Exact name of registrant as specified in its charter)


               Texas                                  75-2394500
               -----                                  ----------
(State of incorporation or organization)      (I.R.S. Employer I.D. No.)

       1400 Williams Square West
     5205 North O'Connor Boulevard
             Irving, Texas                              75039
     -----------------------------                      -----
(Address of principal executive offices)              (Zip Code)



      Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                   Name of each exchange on which
      to be so registered                   each class is to be registered
      -------------------                   ------------------------------

Rights to Purchase Preferred Stock New York Stock Exchange, Inc.

     If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. [  ]

     If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box. [  ]

     Securities to be registered pursuant to Section 12(g) of the Act:

                                    None
                                    ----
                              (Title of Class)


Item 1.  Description of Registrant's Securities to be Registered.     

     On July 20, 1995, the Board of Directors of MESA Inc. (the "Company")
amended the Rights Agreement dated as of July 6, 1995 (as amended, the
"Rights Agreement") between the Company and American Stock Transfer and
Trust Company, as Rights Agent.  The amendment amended the definition of the
term "Permitted Offer" to reduce the percentage of the outstanding shares of
Common Stock that the bidder together with its Affiliates and Associates
(each as defined) must beneficially own immediately upon completion of such
offer for it to be considered a Permitted Offer from 75% to 51%, and to
clarify that the conditions to a Permitted Offer must be satisfied both at
and after the commencement thereof.

     A copy of Amendment No. 1 to the Rights Agreement has been filed with
the Securities and Exchange Commission as an exhibit to this Amendment to
Registration Statement on Form 8-A.  This summary description of the Rights
does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement (as amended), which is incorporated herein
by reference.

Item 2.  Exhibits.

     2.  Amendment No. 1 to Rights Agreement dated as of July 20, 1995 
         between MESA Inc. and American Stock Transfer and Trust Company, as
         Rights Agent.




                                SIGNATURE
                                ---------

     Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.

                                    MESA INC.


Date: August 1, 1995            By: /s/ Stephen K. Gardner
                                    ----------------------------------
                                    Stephen K. Gardner
                                    Vice President and Chief Financial
                                    Officer