1
 
SPECIAL NOTICE TO HOLDERS OF
MESA INC.
COMMON STOCK
WHOSE ADDRESSES ARE OUTSIDE
THE UNITED STATES
 
Dear Stockholder:
 
     Enclosed you will find materials relating to the distribution (the "Rights
Offering") by MESA Inc. (the "Company") to holders of the Company's Common
Stock, par value $.01 per share (the "Common Stock") of record as of the close
of business on           , 1996, (the "Record Date") of transferable rights
("Rights") to subscribe for and purchase shares of the Company's Series A 8%
Cumulative Convertible Preferred Stock ("Series A Preferred Stock") on the basis
of .912 Rights for each share of Common Stock held of record on the Record Date.
A Subscription Certificate representing Rights to subscribe for shares of the
Company's Series A Preferred Stock at $2.26 per share is not included in this
mailing, but instead is being held on your behalf by the Subscription Agent, The
American Stock Transfer & Trust Company. If you wish to exercise any or all of
these Rights, you must so instruct the Subscription Agent in the manner
described in the accompanying Prospectus and Instructions as to Use of MESA Inc.
Subscription Certificates by 5:00 p.m., New York City time, on           , 1996,
unless the Rights Offering is extended by the Company (as it may be extended,
the "Expiration Date"). Rights not exercised by such time will expire and become
worthless.
 
     ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING
SHOULD BE DIRECTED TO MORROW & CO., INC., THE INFORMATION AGENT, AT (800)
566-9061.