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Mike Ulrich, certify that:
have reviewed this annual report on Form 10-K of Mesa Royalty Trust, for which The Bank of New York Mellon Trust Company, N.A. acts as
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, distributable income and changes in trust corpus of the registrant as of, and for, the periods presented in this report;
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(c) and 15d-15(f)), or for causing such controls and
procedures to be established and maintained, for the registrant and I have:
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the basis of accounting described in
the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant's internal control over
financial reporting; and
have disclosed, based on my most recent evaluation, to the registrant's auditors:
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and report information; and
fraud, whether or not material, that involves any persons who have a significant role in the registrant's internal control over financial reporting.
have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
giving the foregoing certifications in paragraphs 4, 5 and 6, I have relied to the extent I consider reasonable on information provided to me by the working interest owners.
|Date: March 16, 2011
||/s/ MIKE ULRICH
Vice President and Trust Officer
The Bank of New York Mellon Trust Company, N.A.