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): February 28, 1996



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





           Texas                      1-10874              75-2394500
           -----                      -------              ----------
(State or other jurisdiction (Commission File Number)    (IRS Employer
      of incorporation)                                Identification No.)






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




Registrant's telephone number, including area code:  214/444-9001
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Item 5.   Other Events
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          On February 28, 1996, MESA Inc. (the "Company") and Rainwater,
Inc. (together with its affiliates, "Rainwater"), a company owned by Fort
Worth, Texas investor Richard E. Rainwater and managed by Darla D. Moore and
Kenneth A. Hersh, entered into a letter of intent pursuant to which, among
other things, Rainwater will (i) purchase $133 million of a new series of
convertible preferred stock of the Company, (ii) provide a standby
commitment for a $132 million rights offering of convertible preferred stock
to the Company's shareholders and (iii) assist the Company in the
refinancing of all of the Company's debt not repaid with proceeds from the
stock issuance.  A summary description of the letter of intent is set forth
in the press release attached hereto as Exhibit 1, which is incorporated
herein by reference.  Such description does not purport to be complete and
is qualified in its entirety by reference to the terms of the letter of
intent, a copy of which is filed as Exhibit 2 hereto and incorporated herein
by reference.

Item 7.   Financial Statements and Exhibits.
          ---------------------------------

          (c)  Exhibits

               1.   Press Release dated February 29, 1996

               2.   Letter of Intent dated February 28, 1996, between the
                    Company and Rainwater



                                 SIGNATURE

          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 INC.




Date: February 29, 1996            By:  /s/ Stephen K. Gardner
      -----------------                 ------------------------------------
                                        Stephen K. Gardner
                                        Vice President and Chief Financial 
                                        Officer