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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM 8-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
     -------------------                     ------------------------------
                                  
SERIES A 8% CUMULATIVE CONVERTIBLE                 NEW YORK STOCK EXCHANGE, INC.
PREFERRED STOCK, PAR VALUE $.01 PER SHARE


     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)
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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The description of the Series A 8% Cumulative Convertible Preferred 
Stock, par value $.01 per share (the "Series A Preferred Stock"), of MESA Inc.
(the "Registrant") to be registered hereby, is set forth under the caption
"Description of Capital Stock" in the Prospectus, (the "Prospectus") included
in the Registration Statement on Form S-3 (Commission File No. 333-03365)
initially filed with the Securities and Exchange Commission on May 9, 1996,
(the "Registration Statement"), a final form of which will be subsequently
filed by the Registrant pursuant to Rule 424(b) under the Securities Act of
1933, as amended.  The Registration Statement, including the Prospectus, as
each may subsequently be amended, is incorporated herein by reference.

ITEM 2.  EXHIBITS.

1.       Form of Statement of Resolution establishing Series A Preferred Stock 
         (Exhibit 4.1 to the Registration Statement).

2.       Form of Series A Preferred Stock Certificate (Exhibit 4.2 to the 
         Registration Statement).





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                                   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: May 17, 1996                 By: /s/ Stephen K. Gardner     
                                      -----------------------------------
                                           Stephen K. Gardner
                                           Vice President and 
                                           Chief Financial Officer





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