Edgar Filing: MERIDIAN RESOURCE CORP

As filed with the Securities and Exchange Commission on May 31, 2002
Registration Number 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE MERIDIAN RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)

TEXAS 76-0319553
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1401 ENCLAVE PARKWAY, SUITE 300
HOUSTON, TEXAS 77077
(281) 597-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

MR. JOSEPH A. REEVES, JR.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
THE MERIDIAN RESOURCE CORPORATION
1401 ENCLAVE PARKWAY, SUITE 300
HOUSTON, TEXAS 77077
(281) 597-7000
(Name, address, including zip code, and telephone number including area code, of
agent for service)

Copies to:
CHARLES L. STRAUSS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this registration statement becomes effective, subject to market
conditions and other factors.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

=============================================================================================================================
TITLE OF SHARES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE(3)
-----------------------------------------------------------------------------------------------------------------------------

Common stock, par value 14,242,104 shares(2) Not applicable. $49,562,522 $4,559.75
$0.01 per share(1)
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(1) Includes preferred stock purchase rights associated with the common stock.
Since no separate consideration is payable for such rights, the registration fee
for such securities is included in the fee for the common stock.

(2) Represents the number of shares of Common Stock of the Registrant to be
issued upon conversion of the Registrant's Series C Redeemable Convertible
Preferred Stock that may be sold by selling shareholders of the Registrant.

(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act, based upon the product of (i)
$3.48, the average of the high and low prices per share of Registrant's Common
Stock on May 30, 2002 as reported on the New York Stock Exchange and (ii)
14,242,104 shares of Registrant's Common Stock.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

SUBJECT TO COMPLETION, DATED MAY 31, 2002

PROSPECTUS

[MERIDIAN LOGO]

14,242,104 SHARES

COMMON STOCK, PAR VALUE $.01 PER SHARE

This prospectus relates to the offering of up to 14,242,104 shares of
our common stock, par value $.01 per share, by the selling security holders
listed on pages 9 and 10.

The common stock offered by this prospectus is issuable to the selling
security holders upon the conversion of shares of our Series C Redeemable
Convertible Preferred Stock, which we refer to as the Convertible Preferred
Stock, issued to them in a private placement.

We will not receive any of the proceeds from the sale of the shares by
the selling shareholders. We have agreed to bear all expenses, including
registration and filing fees and printing expenses (other than selling
discounts, commissions and transfer taxes) in connection with the registration
and sale of the shares being offered by the selling shareholders. We have agreed
to indemnify the selling shareholders against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").

Our common stock is listed on the New York Stock Exchange (the "NYSE")
under the trading symbol "TMR". Any common stock sold pursuant to this
prospectus or any prospectus supplement will be listed on that exchange, subject
to official notice of issuance. On May 30, 2002 the last reported sales price
for our common stock was $3.46 per share.

YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE
HEADING "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS AND UNDER THE SAME
HEADING IN ANY APPLICABLE PROSPECTUS SUPPLEMENT BEFORE INVESTING IN THE COMMON
STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE DISTRIBUTED UNDER
THIS PROSPECTUS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING SHAREHOLDERS MAY NOT SELL THE COMMON STOCK TO BE REGISTERED
HEREUNDER UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THE
COMMON STOCK AND IT IS NOT SOLICITING AN OFFER TO BUY THE COMMON STOCK IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

MAY 31, 2002

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS............................................................................................1

ABOUT THE MERIDIAN RESOURCE CORPORATION..........................................................................1

FORWARD-LOOKING STATEMENTS.......................................................................................2

RISK FACTORS.....................................................................................................3

USE OF PROCEEDS..................................................................................................8

SELLING SHAREHOLDERS.............................................................................................8

PLAN OF DISTRIBUTION............................................................................................11

LEGAL MATTERS...................................................................................................12

EXPERTS.........................................................................................................12

RESERVE ENGINEERS...............................................................................................12

WHERE YOU CAN FIND MORE INFORMATION.............................................................................13

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................................................................13

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed
with the Securities and Exchange Commission using a "shelf" registration
process. Under the shelf registration process, the selling shareholders may,
from time to time, offer shares of our common stock that are owned by them. Each
time the selling shareholders offer common stock under this prospectus, they
will provide a prospectus supplement, if required, that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described in "Where You Can Find More Information" on page 13.

The selling shareholders may offer the common stock in amounts, at
prices, and on terms determined at the time of offering. The selling
shareholders may sell the common stock directly to you or through underwriters
they select. If the selling shareholders use underwriters to sell the common
stock, we will name them and describe their compensation in a prospectus
supplement.

ABOUT THE MERIDIAN RESOURCE CORPORATION

We are an independent oil and natural gas company that explores for,
acquires and develops oil and natural gas properties utilizing 3-D seismic
technology. Our operations are focused on the onshore oil and gas regions in
south Louisiana, the Texas Gulf Coast and offshore in the Gulf of Mexico.

We have achieved substantial growth in reserves, production, revenues
and cash flow since our inception. From the beginning of 1992 (when the Company
had no proved reserves or production of oil or natural gas) through December 31,
2001, we have achieved a compound annual growth rate in production of 40% and an
average annual reserve replacement rate of 297%.

Our reserves and strategic acreage position provide us with a
significant presence in our area of focus, enabling us to manage a large asset
base to add successful exploratory and development wells at relatively low
incremental costs. As of December 31, 2001, we had proved reserves of
approximately 323 Bcfe with a present value of future net cash flows before
income and taxes of approximately $429 million. Approximately 55% of our proved
reserves were natural gas and approximately 51% were classified as proved
developed. We currently have interests in leases and options to lease acreage in
approximately 383,000 gross acres in Louisiana, Texas and the Gulf of Mexico.

We have a large, balanced inventory of exploration, exploitation and
development drilling prospects in our producing region. In addition to a solid
reserve base and acreage position in our area of focus, we believe we possess
the technical knowledge and information necessary to sustain the successful
growth we have experienced year after year. With licenses and rights to over
7,100 square miles of 3-D seismic data and 155,000 linear miles of 2-D seismic
data, our technical and professional staff is in a unique position to continue
to generate future prospects for our growth.

We are a Texas corporation, and the address of our principal executive
offices is 1401 Enclave Parkway, Suite 300, Houston, Texas 77077. Our telephone
number is (281) 597-7000, and we maintain a web site on the Internet at
http://www.tmrc.com. The information contained on our web site does not
constitute a part of this prospectus and is not incorporated herein.

FORWARD-LOOKING STATEMENTS

We believe that some statements contained in this prospectus or in the
documents incorporated by reference into this prospectus relate to results or
developments that we anticipate will or may occur in the future and are not
statements of historical fact. Those statements are "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"). Words such as
"anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "will" and similar expressions identify forward-looking
statements. Examples of forward looking statements include statements about the
following:

o our future operating results,

o our repayment of debt,

o our future capital expenditures,

o our expansion and growth of operations, and

o our future investments in and acquisitions of oil and natural gas
properties.

We have based these forward-looking statements on assumptions and
analyses made in light of our experience and our perception of historical
trends, current conditions, and expected future developments. However, you
should be aware that these forward-looking statements are only our predictions
and we cannot guarantee any such outcomes. Future events and actual results may
differ materially from the results set forth in or implied in the
forward-looking statements. Factors that might cause such a difference include:

o general economic and business conditions,

o exposure to market risks in our financial instruments,

o fluctuations in worldwide prices and demand for oil and natural
gas,

o the direct or indirect effects on our business resulting from
recent terrorist incidents,

o fluctuations in the levels of our oil and natural gas exploration
and development activities,

o risks associated with oil and natural gas exploration and
development activities,

o competition for raw materials and customers in the oil and natural
gas industry,

o technological changes and developments in the oil and natural gas
industry,

o regulatory uncertainties and potential environmental liabilities,

o potential for and uncertainty of the outcome of pending or
threatened litigation, and

o additional matters discussed under "Risk Factors".

RISK FACTORS

In addition to the information contained in this prospectus, in any
prospectus supplement, and in the documents incorporated by reference into this
prospectus, you should carefully consider the following information before
making an investment decision. If any of the following risks actually occur, our
financial condition and our results of operations could be materially and
adversely affected. Additional risks and uncertainties not presently known to us
may also impair our business operations.

This prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results may differ from those anticipated in
these forward-looking statements as a result of both the risks described below
and factors described elsewhere in this prospectus. You should read the section
above entitled "Forward-Looking Statements" for further discussion of these
matters.

RISKS RELATED TO OUR DEBT

We have incurred a high level of debt.

As of March 31, 2002, we had long-term indebtedness of approximately
$235 million (including approximately $10 million of current maturities of
long-term indebtedness) compared to approximately $187 million of stockholders'
equity, we had a working capital deficit of approximately $8 million and we had
no additional borrowing capacity available under our credit facility. If we are
unable to generate sufficient cash flows from operations in the future to
service our debt, we may need to refinance all or a portion of our existing debt
or to obtain additional financing. We cannot assure you that any such
refinancing or additional financing would be possible. Our ability to meet our
debt service obligations and to reduce our total indebtedness will depend on our
future performance and our ability to maintain or increase cash flows from our
operations. These outcomes are subject to general economic conditions and to
financial, business and other factors affecting our operations, many of which we
do not control, including the prevailing market prices for oil and natural gas.
We cannot assure you that our business will continue to generate cash flows at
or above current levels.

Borrowing limits under our credit facility are subject to
redetermination.

As of the date of this prospectus, we have outstanding indebtedness of
$180 million under our revolving credit facility, which is the current limit
to our borrowings under that facility. The borrowing base under that facility is
subject to semi-annual redeterminations by our lenders, with the next such
redetermination currently scheduled for September 2002. Our borrowing base is
determined primarily by our oil and gas reserve amounts. Our lenders can
redetermine the borrowing base to a lower level than the current borrowing base
if they determine that our oil and gas reserves at the time of redetermination
are inadequate to support the borrowing base then in effect. If we are required
to repay debt under our credit facility as a result of a downward borrowing base
redetermination, we cannot assure you that we would be able to obtain alternate
borrowing sources at commercially reasonable rates.

Our lenders impose restrictions on us that limit our ability to conduct
business.

Our credit facility contains restrictive covenants. The restrictive
covenants impose significant operating and financial restraints that could
impair our ability to obtain future financing, to make capital expenditures, to
pay dividends, to engage in mergers or acquisitions, to withstand future
downturns in our business or in the general economy or to otherwise conduct
necessary corporate activities. Furthermore, we have pledged substantially all
of our oil and natural gas properties and the stock of all of our principal
operating subsidiaries as collateral for the indebtedness under our credit
facility. If we are in material default of our obligations under that credit
facility, the lenders are entitled to liens on additional oil and natural gas
properties. This pledge of collateral to our credit facility lenders could
impair our ability to obtain additional financing on favorable terms.

A default under a restrictive covenant could result in a lender
accelerating the payment of all borrowed funds, together with accrued and unpaid
interest. We cannot assure you that we would be able to remit such an
accelerated payment or to access sufficient funds from alternative sources to
remit any such payment. Even if we could obtain additional financing, we cannot
assure you that the terms of that financing would be favorable or acceptable to
us.

RISKS OF OUR BUSINESS

The oil and natural gas market is volatile and exposes us to financial
risks.

Our profitability and cash flow are highly dependent on the market
prices of oil and natural gas. Historically, the oil and natural gas markets
have proven cyclical and volatile as a result of factors that are beyond our
control. These factors include changes in tax laws, the level of consumer
product demand, weather conditions, the price and availability of alternative
fuels, the price and level of imports and exports of oil and natural gas,
worldwide economic, political and regulatory conditions, and action taken by the
Organization of Petroleum Exporting Countries.

Any significant decline in oil and natural gas prices or any other
unfavorable market conditions could have a material adverse effect on our
financial condition and on the carrying value of our proved reserves.
Consequently, we may not be able to generate sufficient cash flows from
operations to meet our obligations and to make planned capital expenditures.
Price declines may also affect the measure of discounted future net cash flows
of our reserves, a result that could adversely impact the borrowing base under
our credit facility and may increase the likelihood that we will incur
additional impairment charges on our oil and natural gas properties for
financial accounting purposes.

Our hedging transactions may not adequately prevent losses.

We cannot predict future oil and natural gas prices with certainty. To
manage our exposure to the risks inherent in such a volatile market, from time
to time, we have entered into commodities futures, swap or option contracts to
hedge a portion of our oil and natural gas production against market price
changes. Hedging transactions are intended to limit the negative effect of
further price declines, but may also prevent us from realizing the benefits of
price increases above the levels reflected in the hedges.

Our reserve estimates may prove to be inaccurate and future net cash
flows are uncertain.

Our estimates of the quantities of proved reserves and our projections
of both future production rates and the timing of development expenditures are
uncertain and may prove to be inaccurate. You should not construe these reserve
estimates as the current market value of our oil and natural gas reserves. Any
downward revisions of these estimates could adversely affect our financial
condition and our borrowing base under the credit facility.

Our reserves must be estimated by our reserve engineers, T.J. Smith &
Company, Inc. The accuracy of those reserve estimates depends in large part on
the quality of available data and on the engineering and geological
interpretation of our engineers. Our engineers may calculate estimates that vary
widely from estimates calculated by another team of independent engineers. Our
engineers may even make material changes to reserve estimates based on the
results of actual drilling, testing and production. Consequently, our reserve
estimates often differ from the quantities of oil and natural gas we ultimately
recover.

We also make certain assumptions regarding future oil and natural gas
prices, production levels, and operating and development costs that may prove
incorrect when judged against our actual experience. Any significant variance
from these assumptions could greatly affect our estimates of reserves, future
net cash flows and our ability to borrow under our credit facility.

We depend on key personnel to execute our business plans.

The loss of any key executives or any other key personnel could have a
material adverse effect on our operations. We depend on the efforts and skills
of our key executives, including Joseph A. Reeves, Jr., Chairman of the Board
and Chief Executive Officer, and Michael J. Mayell, President and Chief
Operating Officer. Moreover, as we continue to grow our asset base and the scope
of our operations, our future profitability will depend on our ability to
attract and retain qualified personnel.

We compete against significant players in the oil and natural gas
industry.

The oil and natural gas industry is highly competitive. Our ability to
acquire additional properties and to discover additional reserves depends on our
ability to consummate transactions in this highly competitive environment. We
compete with major oil companies, other independent oil and natural gas
companies, and individual producers and operators. Many of these competitors
have access to greater financial and personnel

resources than those to which we have access. Moreover, the oil and natural gas
industry competes with other industries in supplying the energy and fuel needs
of industrial, commercial and other consumers. Increased competition causing
oversupply or depressed prices could materially adversely affect our revenues.

The oil and natural gas market is heavily regulated.

We are subject to various federal, state and local laws and
regulations. These laws and regulations govern safety, exploration, development,
taxation and environmental matters that are related to the oil and natural gas
industry. To conserve oil and natural gas supplies, regulatory agencies may
impose price controls and may limit our production. Certain laws and regulations
require drilling permits, govern the spacing of wells and the prevention of
waste, and limit the total number of wells drilled or the total allowable
production from successful wells. Other laws and regulations govern the
handling, storage, transportation and disposal of oil and natural gas and any
byproducts produced in oil and natural gas operations. These laws and
regulations could materially adversely impact our operations and our revenues.

Laws and regulations that affect us may change from time to time in
response to economic or political conditions. Thus, we must also consider the
impact of future laws and regulations that may be passed in the jurisdictions
where we operate. We anticipate that future laws and regulations related to the
oil and natural gas industry will become increasingly stringent and cause us to
incur substantial compliance costs.

The nature of our operations exposes us to environmental liabilities.

Our operations create the risk of environmental liabilities. We may
incur liability to governments or to third parties for any unlawful discharge of
oil, gas or other pollutants into the air, soil or water. We could potentially
discharge oil or natural gas into the environment in any of the following ways:

o from a well or drilling equipment at a drill site,

o from a leak in storage tanks, pipelines or other gathering and
transportation facilities,

o from damage to oil or natural gas wells resulting from accidents
during normal operations, or

o from blowouts, cratering or explosions.

Environmental discharges may move through the soil to water supplies or
to adjoining properties, giving rise to additional liabilities. Some laws and
regulations could impose liability for failure to obtain the proper permits for,
to control the use of, or to notify the proper authorities of a hazardous
discharge. Such liability could have a material adverse effect on our financial
condition and our results of operations and could possibly cause our operations
to be suspended or terminated on such property.

We may also be liable for any environmental hazards created either by
the previous owners of properties that we purchase or lease or by acquired
companies prior to the date we acquire them. Such liability would affect the
costs of our acquisition of those properties. In connection with any of these
environmental violations, we may also be charged with remedial costs. Pollution
and similar environmental risks generally are not fully insurable.

Although we do not believe that our environmental risks are materially
different from those of comparable companies in the oil and natural gas
industry, we cannot assure you that environmental laws will not result in
decreased production, substantially increased costs of operations or other
adverse effects to our combined operations and financial condition.

We require substantial capital requirements to finance our operations.

We have substantial anticipated capital requirements. Our ongoing
capital requirements consist primarily of the need to fund our 2002 capital and
exploration budget and the acquisition, development, exploration, production and
abandonment of oil and natural gas reserves.

We plan to finance anticipated ongoing expenses and capital
requirements with funds generated from the following sources:

o cash provided by operating activities,

o available cash and cash investments,

o capital raised through debt and equity offerings and

o funds received under our bank line of credit.

Although we believe the funds provided by these sources will be
sufficient to meet our 2002 cash requirements, the uncertainties and risks
associated with future performance and revenues will ultimately determine our
liquidity and our ability to meet anticipated capital requirements. If declining
prices cause our revenues to decrease, we may be limited in our ability to
replace our reserves, to maintain current production levels and to undertake or
complete future drilling programs. As a result, our production and revenues
would continue to decrease over time and may not be sufficient to satisfy our
projected capital expenditures. We cannot assure you that we will be able to
obtain additional debt or equity financing in such a circumstance.

Our operations entail inherent casualty risks for which we may not have
adequate insurance.

We must continually acquire, explore and develop new oil and natural
gas reserves to replace those produced and sold. Our hydrocarbon reserves and
our revenues will decline if we are not successful in our drilling, acquisition
or exploration activities. Although we have historically maintained our reserve
base primarily through successful exploration and development operations, we
cannot assure you that future efforts will be similarly successful. Casualty
risks and other operating risks could cause reserves and revenues to decline.

Our onshore and offshore operations are subject to inherent casualty
risks such as fires, blowouts, cratering and explosions. Other risks include
pollution, the uncontrollable flows of oil, natural gas, brine or well fluids,
and the hazards of marine and helicopter operations such as capsizing, collision
and adverse weather and sea conditions. These risks may result in injury or loss
of life, suspension of operations, environmental damage or property and
equipment damage, all of which would cause us to experience substantial
financial losses.

Our drilling operations involve risks from high pressures and from
mechanical difficulties such as stuck pipes, collapsed casings and separated
cables. Our offshore properties involve higher exploration and drilling risks
such as the cost of constructing exploration and production platforms and
pipeline interconnections as well as weather delays and other risks. Although we
carry insurance that we believe is in accordance with customary industry
practices, we are not fully insured against all casualty risks incident to our
business. We do not carry business interruption insurance. Should an event occur
against which we are not insured, that event could have a material adverse
effect on our financial position and our results from operations.

Our operations also entail significant operating risks.

Our drilling activities involve risks, such as drilling non-productive
wells or dry holes, which are beyond our control. The cost of drilling and
operating wells and of installing production facilities and pipelines is
uncertain. Cost overruns are common risks that often make a project
uneconomical. The decision to purchase and to exploit a property depends on the
evaluations made by our reserve engineers, the results of which are often
inconclusive or subject to multiple interpretations. We may also decide to
reduce or cease our drilling operations due to title problems, weather
conditions, noncompliance with governmental requirements or shortages and delays
in the delivery or availability of equipment or fabrication yards.

We may not be able to market effectively our oil and natural gas
production.

We may encounter difficulties in the marketing of our oil and natural
gas production. Effective marketing depends on factors such as the existing
market supply and demand for oil and natural gas and the limitations imposed by
governmental regulations. The proximity of our reserves to pipelines and the
available capacity of such pipelines and other transportation, processing and
refining facilities also affect our marketing efforts. Even if we discover
hydrocarbons in commercial quantities, a substantial period of time may elapse
before we begin commercial production. If pipeline facilities in an area are
insufficient, we may have to wait for the construction or expansion of pipeline
capacity before we can market production from that area. Another risk lies in
our ability to negotiate commercially satisfactory arrangements with the owners
and operators of production platforms in close proximity to our wells. Also,
natural gas wells may be shut in for lack of market demand or because of the
inadequate capacity or unavailability of natural gas pipelines or gathering
systems.

We are dependent on other operators who influence our productivity.

We have limited influence over the nature and timing of exploration and
development on oil and natural gas properties we do not operate, including
limited control over the maintenance of both safety and environmental standards.
The operators of those properties may:

o refuse to initiate exploration or development projects (in which
case we may propose desired exploration or development
activities),

o initiate exploration or development projects on a slower schedule
than we prefer, or

o drill more wells or build more facilities on a project than we can
adequately finance, which may limit our participation in those
projects or limit our percentage of the revenues from those
projects.

The occurrence of any of the foregoing events could have a material
adverse effect on our anticipated exploration and development activities.

Our working interest owners face cash flow and liquidity concerns.

If oil and natural gas prices decline, many of our working interest
owners may experience liquidity and cash flow problems. These problems may lead
to their attempting to delay the pace of drilling or project development in
order to conserve cash. Any such delay may be detrimental to our projects. In
most cases, we can influence the pace of development by enforcing our joint
operating agreements. Some working interest owners, however, may be unwilling or
unable to pay their share of the project costs as they become due. A working
interest owner may declare bankruptcy and refuse or be unable to pay its share
of the project costs and we would be obligated to pay that working interest
owner's share of the project costs.

Our inability to acquire or integrate acquired companies or to develop
new exploration prospects may inhibit our growth.

From time to time and under certain circumstances, our business
strategy may include acquisitions of businesses that complement or expand our
current business and acquisition and development of new exploration prospects
that complement or expand our prospect inventory. We cannot assure you that we
will be able to identify attractive acquisition or prospect opportunities. Even
if we do identify attractive opportunities, we cannot assure you that we will be
able to complete the acquisition of the business or prospect or to do so on
commercially acceptable terms. If we do complete an acquisition, we must
anticipate difficulties in integrating its operations, systems, technology,
management and other personnel with our own. These difficulties may disrupt our
ongoing operations, distract our management and employees and increase our
expenses. Even if we are able to overcome such difficulties, we cannot assure
you that we will realize the anticipated benefits of any acquisition.
Furthermore, we may incur additional debt or issue additional equity securities
to finance any future acquisitions. Any issuance of additional securities may
dilute the value of shares currently outstanding.

Terrorist attacks and threats or actual war may negatively affect our
business, financial condition and results of operations.

Our business is affected by general economic conditions and
fluctuations in consumer confidence and spending, which can decline as a result
of numerous factors outside of our control, such as terrorist attacks and acts
of war. Recent terrorist attacks in the United States, as well as events
occurring in response to or in connection with them, including future terrorist
attacks against U.S. targets, rumors or threats of war, actual conflicts
involving the United States or its allies, or military or trade disruptions
impacting our suppliers or our customers, may adversely impact our operations.
Strategic targets such as energy-related assets may be at greater risk of future
terrorist attacks than other targets in the United States. These occurrences
could have an adverse impact on energy prices, including prices for our natural
gas and crude oil production. In addition, disruption or significant increases
in energy prices could result in government-imposed price controls. It is
possible that any or a combination of these occurrences could have a material
adverse effect on our business, financial condition and results of operations.

ADDITIONAL RISK FACTORS

Please see the prospectus supplement, if any, and our filings with the
Securities and Exchange Commission incorporated herein for additional risk
factors that may be applicable to our common stock or to us in the future.

USE OF PROCEEDS

All sales of the common stock under this prospectus will be by or for
the account of the selling shareholders listed in the following section. We will
not receive any proceeds from the sale of the common stock by any of the selling
shareholders.

SELLING SHAREHOLDERS

We have filed a registration statement on Form S-3 with the SEC, of
which this prospectus forms a part, pursuant to registration rights we granted
to the selling shareholders upon the issuance of their respective shares of our
Convertible Preferred Stock.

The selling shareholders may acquire the common stock offered by this
prospectus if they convert their shares of Convertible Preferred Stock into our
common stock. The selling shareholders will have the right to convert each share
of Convertible Preferred Stock into a number of shares of our common stock equal
to $100 divided by the conversion price of $4.75. The conversion price is
subject to certain adjustments in the event we make a dividend or distribution
of common stock to our stockholders and in certain other circumstances more
fully described in the statement of designation relating to the Convertible
Preferred Stock.

In addition to a selling shareholder's right to convert its shares of
Convertible Preferred Stock into our common stock, we have the option to convert
up to one-third of the outstanding shares of Convertible Preferred Stock into
common stock at the conversion price described above if the closing price for
our common stock, as reported on the New York Stock Exchange, exceeds 150% of
the conversion price for 30 out of 40 consecutive trading days. We may similarly
convert, no earlier than 12 months after the initial conversion, up to one-half
of the remaining shares of Convertible Preferred Stock then outstanding if our
common stock price similarly exceeds 150% of the conversion price. No earlier
than 12 months after the second conversion, we may similarly convert all
remaining shares of Convertible Preferred Stock outstanding into common stock if
the common stock price similarly exceeds 150% of the conversion price.

As of May 31, 2002, if the selling shareholders or we, at our option,
converted all the shares of Convertible Preferred Stock into our common stock,
the selling shareholders would own approximately 14,242,104 shares of our common
stock, which would represent approximately 22% of our common stock outstanding,
including the shares issued on conversion.

We have the option to redeem the Convertible Preferred Stock at any
time after March 28, 2005 at a redemption price of $100 per share plus any
dividends declared but unpaid as of the date of redemption. We must redeem each
outstanding share of Convertible Preferred Stock on March 31, 2009, provided
that no event of default under our credit facility exists at that time or would
result from the mandatory redemption.

The following table sets forth the name of each selling shareholder,
the number of shares of Convertible Preferred Stock beneficially owned by each
selling shareholder as of May 31, 2002, and the number of shares of our common
stock which may be offered by each selling shareholder pursuant to this
prospectus.

No offer or sale under this prospectus may be made by a holder of the
shares of common stock, unless that holder is listed in the table below. We
prepared the table based on the information supplied to us by the selling
shareholders named in the table.

Except as disclosed in the footnotes to the table, no selling
shareholder has held any position, office or other material relationship with us
or our affiliates during the past three years.

CONVERTIBLE PREFERRED SHARES OF COMMON STOCK
SHARES OWNED AS OF TO BE OFFERED PURSUANT TO
MAY 31, 2002(1) THIS PROSPECTUS
--------------------- -------------------------

Halifax Fund, L.P. 25,000 526,316

DeAM Convertible Arbitrage Funds, Ltd. 25,000 526,316

Kayne Anderson Energy Fund, L.P.(5) 125,000 2,631,579

Kayne Anderson Capital Income 15,000 315,789
Partners (QP), L.P.(5)

Arbco Associates, L.P. FBO Kayne 20,000 421,053
Living Trust(5)

Arbco Associates, L.P. FBO Rudnick 10,000 210,526
Living Trust(5)

Hallco, Inc. 5,000 105,263

Bedford Oak Partners, L.P. 20,000 421,053

Arbco Associates, L.P. FBO Michael 20,000 421,053
Targoff

Coastal Convertibles Ltd 5,000 105,263

Newberg Family Trust UTA DTD 12-18-90 10,000 210,526

Otato Limited Partnership 5,000 105,263

JMG Triton Offshore Fund, Ltd. 26,700 562,105

JMG Capital Partners, L.P. 13,300 280,000

The Jay Goldman Master Limited 10,000 210,526
Partnership

Bear Stearns Securities Corp. C/F 8,000 168,421
Robert Schnell IRA

Riverview Group, LLC 50,000 1,052,632

David J. Walsh 500 10,526

Albert O. Nicholas 20,000 421,053

Omicron Partners, L.P. 25,000 526,316

Duke Capital Partners, LLC 80,000 1,684,211

Jeffrey Thorp IRA 10,000 210,526

R.L. Essakow 2001 Revocable Trust DTD 2,500 52,632
5/23/01

Midsummer Investment Ltd. 10,000 210,526

White River Securities L.L.C. 10,000 210,526

AIG DKR SoundShore Private Investors 5,000 105,263
Holding Fund Ltd.

CONVERTIBLE PREFERRED SHARES OF COMMON STOCK
SHARES OWNED AS OF TO BE OFFERED PURSUANT TO
MAY 31, 2002(1) THIS PROSPECTUS
--------------------- -------------------------

AIG DKR SoundShore Strategic Holding 2,500 52,632
Fund Ltd.

AIG DKR SoundShore Holdings Fund Ltd. 2,500 52,632

Keane Securities Co., Inc. 1,000 21,053

The Tail Wind Fund Ltd. 4,000 84,211

Solomon Strategic Holdings, Inc. 2,000 42,105

David Shladovsky(5) 500 10,526

Charlie Norris 5,000 105,263

White Box Convertible Arbitrage 5,000 105,263
Partners, L.P.

Whitebox Convertible Artibrage 10,000 210,526
Partners, L.P.

Feshbach Family Trust 2,500 52,632

JMB Capital Partners, L.P. 15,000 315,789

John Collins(2) 2,000 42,105

Gryphon MasterFund, LP 40,000 842,105

Quantico Partners, L.P. 10,000 210,526

LibertyView Funds, L.P. 4,250 89,474

LibertyView Fund, LLC 750 15,789

Joseph A. Reeves, Jr.(3) 2,000 42,105

Michael J. Mayell(4) 1,000 21,053

GATA Offshore Fund, Ltd. 5,000 105,263

GATA Fund, L.P. 5,000 105,263

Mark and Michelle Majeske
-------- -----------
Total 676,500 14,242,104

----------

(1) Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with respect to
securities. Unless otherwise indicated below, the persons and entities named in
the table have sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.

(2) Employee of Meridian.

(3) Chairman of the Board and Chief Executive Officer of Meridian.

(4) President and Chief Operating Officer of Meridian.

(5) Affiliates have the right to acquire an aggregate of 3,000,000
shares of Common Stock upon conversion of our 9 1/2% Convertible
Subordinated Notes.

PLAN OF DISTRIBUTION

To our knowledge, no selling shareholder has entered into any
agreement, arrangement or understanding with any particular broker, dealer,
market maker or underwriter with respect to the shares of common stock offered
hereby, nor do we know the identity of the brokers, dealer, market makers or
underwriters that will participate in the sale of the shares. As used in this
prospectus, the term "selling shareholders" includes donees and pledgees selling
shares received from a named selling shareholder after the date of this
prospectus.

Who may sell, how much and applicable restrictions. The selling
shareholders may from time to time offer the shares of common stock they receive
upon conversion of the Convertible Preferred Stock listed in the preceding
section through brokers, dealers or other agents who may receive compensation in
the form of discounts, concessions or commissions from the selling shareholders
and/or the purchasers of the shares of common stock for whom they may act as
agent. In effecting sales, broker-dealers that are engaged by the selling
shareholders may arrange for other broker-dealers to participate. The selling
shareholders and any such brokers, dealers or other agents who participate in
the distribution of the shares of common stock may be deemed to be underwriters,
and any profits on the sale of the shares of common stock by them and any
discounts, commissions or concessions received by any such brokers, dealers or
other agents might be deemed to be underwriting discounts and commissions under
the Securities Act. To the extent the selling shareholders may be deemed to be
underwriters, the selling shareholders may be subject to certain statutory
liabilities of, including but not limited to, Sections 11, 12 and 17 of the
Securities Act and Rule 10b-5 under the Exchange Act.

Manner of sales and applicable restrictions. The selling shareholders
will act independently of Meridian in making decisions with respect to the
timing, manner and size of each sale. These sales may be made over the New York
Stock Exchange or otherwise, at then prevailing market prices, at prices related
to prevailing market prices or at negotiated prices. The shares of common stock
may be sold according to one or more of the following methods:

o a block trade in which the broker or dealer so engaged will
attempt to sell the shares of common stock as agent but may
position and resell a portion of the block as principal to
facilitate the transaction;

o purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus;

o an over-the-counter distribution in accordance with the Nasdaq
rules;

o ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and

o privately negotiated transactions.

A selling shareholder may decide not to sell any shares. We cannot
assure you that any selling shareholder will use this prospectus to sell any or
all of the shares. Any shares covered by this prospectus that qualify for sale
pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather
than pursuant to this prospectus. In addition, a selling shareholder may
transfer, devise or gift the shares by other means not described in this
prospectus.

Some persons participating in this offering may engage in transactions
that stabilize, maintain or otherwise affect the price of our common stock,
including the entry of stabilizing bids or syndicate covering transactions or
the imposition of penalty bids. The selling shareholders and any other person
participating in such distribution will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder including Regulation
M, which may limit the timing of purchases and sales of any of the shares of
common stock by the selling shareholders and any other person. The
anti-manipulation rules under the Exchange Act may apply to sales of shares of
common stock in the market and to the activities of the selling shareholders and
their affiliates. Furthermore, Regulation M may restrict the ability of any
person engaged in the distribution of the shares of common stock to engage in
market-making activities with respect to the particular shares of common stock
being distributed for a period of up to five business days prior to the
commencement of such distribution. All of the foregoing may affect the
marketability of the shares of common stock and the ability of any person or
entity to engage in market-making activities with respect to the shares of
common stock.

Rules 101 and 102 of Regulation M, among other things, generally
prohibit certain participants in a distribution from bidding for or purchasing
for an account in which the participant has a beneficial interest in any of

the securities that are the subject of the distribution. Rule 104 of Regulation
M governs bids and purchases made to stabilize the price of a security in
connection with a distribution of the security.

Hedging and other transactions with broker-dealers. In connection with
distributions of the shares of common stock or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers. In
connection with these transactions, broker-dealers may engage in short sales of
the shares of common stock registered hereunder in the course of hedging the
positions they assume with selling shareholders. The selling shareholders may
also sell shares of common stock short and redeliver the shares of common stock
to close out such short positions. The selling shareholders may also enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of the shares of common stock registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this prospectus.
Selling shareholders may also loan or pledge the shares of common stock
registered hereunder to a broker-dealer and the broker-dealer may sell the
shares of common stock so loaned or, upon a default, the broker-dealer may
effect sales of the pledged shares of common stock pursuant to this prospectus.

Expenses associated with registration. We have agreed to pay the
expenses of registering the shares of common stock under the Securities Act,
including registration and filing fees, printing expenses, administrative
expenses and certain legal and accounting fees. Each of the selling shareholders
will bear its pro rata share of all discounts, commissions or other amounts
payable to underwriters, dealers or agents as well as fees and disbursements for
legal counsel retained by any selling shareholder.

Indemnification. We have agreed to indemnify each of the selling
shareholders against specified liabilities in connection with the offering of
the shares of common stock, including liabilities arising under the Securities
Act.

Prospectus updates and suspension of this offering. At any time a
particular offer of the shares of common stock is made, a revised prospectus or
prospectus supplement, if required, will be distributed. A prospectus supplement
or post-effective amendment will be filed with the SEC to reflect the disclosure
of any required additional information with respect to the distribution of the
shares of common stock. Under the terms of the agreement giving rise to the
selling shareholders being permitted to include their shares in this prospectus,
at any time when we reasonably believe that the offering, sale or distribution
of shares under this prospectus would adversely affect a pending or proposed
public offering of our securities, an acquisition, merger, recapitalization,
consolidation, reorganization or similar transaction relating to us or
negotiations, discussions or pending proposals with respect thereto or would
require premature disclosure, to our potential detriment, of information not
otherwise required to be disclosed, we may suspend the period of sale or
distribution of the shares offered under this prospectus.

LEGAL MATTERS

Unless otherwise specified in a prospectus supplement relating to the
common stock, certain legal matters with respect to the validity of the common
stock offered hereby will be passed upon for us by Fulbright & Jaworski L.L.P.,
Houston, Texas and for the underwriters, if any, by counsel to be named in the
appropriate prospectus supplement.

EXPERTS

The consolidated financial statements of The Meridian Resource
Corporation appearing in The Meridian Resource Corporation's Annual Report on
Form 10-K for the year ended December 31, 2001, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.

RESERVE ENGINEERS

We have derived the estimates of proved oil and natural gas reserves
and related future net revenues and the present value thereof as of December 31,
1999, 2000 and 2001, included in Meridian's Annual Report on Form 10-K for the
year ended December 31, 2001, from the reserve report of T.J. Smith & Company,
Inc., independent

petroleum engineers. We have incorporated all of that information by reference
herein on the authority of T.J. Smith & Company, Inc. as experts in such
matters.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, and current reports, proxy statements, and
other information with the Securities and Exchange Commission pursuant to the
Exchange Act. You may read and copy any document we file at the Securities and
Exchange Commission's public reference rooms at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Regional Offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the public reference rooms. Our
filings are also available to the public at the Securities and Exchange
Commission's web site on the Internet at http://www.sec.gov. You can also
inspect and copy such reports, proxy statements, and other information regarding
us at the offices of the New York Stock Exchange at 20 Broad Street, New York,
New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Securities and Exchange Commission allows us to incorporate by
reference into this prospectus the information we file with it, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be an
important part of this prospectus. Information that we file with the Securities
and Exchange Commission after the date of this prospectus will automatically
update and supersede this information.

We incorporate by reference the following documents and any future
filings we make with the Securities and Exchange Commission under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act until the offering is complete:

o Meridian's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001;

o Meridian's Quarterly Report on Form 10-Q for the three months
ended March 31, 2001; and

o The description of common stock contained in Meridian's
Registration Statement on Form 8-A, as filed with the Commission
on March 19, 1997, including any amendment or report filed for the
purpose of updating such description.

Upon oral or written request, we will provide without charge to each
person, including any beneficial owner, to whom this prospectus is delivered a
copy of any document incorporated by reference in this prospectus, other than
exhibits to any such document not specifically described above. Send your
requests to James H. Shonsey, Vice President - Finance and Capital Markets, The
Meridian Resource Corporation, 1401 Enclave Parkway, Suite 300, Houston, Texas
77077, telephone number: 281-597-7000.

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses in connection
with the distribution of the common stock covered by this registration
statement. We will bear all of the expenses except as otherwise indicated.

Registration fee under the Securities Act $ 4,559.75

Printing and engraving expenses * 5,000

Legal fees and expenses * 8,000

Accounting fees and expenses * 2,500

Miscellaneous * 20,000

Total $40,059.75

* Estimated solely for the purpose of this Item. Actual expenses may
be more or less.

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Texas law and our articles of incorporation and bylaws include
provisions designed to limit the liability of our officers and directors and, in
certain circumstances, to indemnify our officers and directors against certain
liabilities. These provisions are designed to encourage qualified individuals to
serve as our officers and directors.

Indemnification. Article 2.02-1 of the Texas Business Corporation Act
provides that any director or officer of a Texas corporation may be indemnified
against judgments, penalties (including excise and similar taxes), fines,
settlements, and reasonable expenses actually incurred by him in connection with
or in defending any of the following:

o a threatened, pending, or completed action, suit, or proceeding
whether civil, criminal, administrative, arbitrative, or
investigative,

o an appeal in such an action, suit, or proceeding, or

o an inquiry or investigation that could lead to such an action,
suit, or proceeding in which he is a party or to which he is
subject by reason of his position.

With respect to any proceeding arising from actions taken in his
official capacity as a director or officer, he may be indemnified so long as he
conducted himself in good faith and reasonably believed that such conduct was in
the best interest of the corporation. In cases not concerning conduct in his
official capacity as a director or officer, a director or officer may be
indemnified so long as he conducted himself in good faith and he reasonably
believed that his conduct was not opposed to the best interests of the
corporation. In the case of any criminal proceeding, a director or officer may
be indemnified if he had no reasonable cause to believe his conduct was
unlawful. Indemnification is mandatory if a director or officer is wholly
successful on the merits or otherwise in defense of any proceeding. Article Nine
of Meridian's Articles of Incorporation and Article XII of Meridian's bylaws
require the indemnification of officers and directors to the fullest extent
permitted by the Texas Business Corporation Act.

The bylaws also allow Meridian to maintain insurance coverage that
indemnifies any officer or director against liabilities asserted against him in
such capacity.

Exculpation Of Monetary Liability. Effective as of August 28, 1989,
Article 7.06.B of the Texas Miscellaneous Corporation Laws Act was amended to
allow a corporation to include provisions in its articles of incorporation that
relieve its directors of monetary liability for breaches of their fiduciary duty
to the corporation, its shareholders or its members, except under certain
circumstances, including:

o a breach of the director's duty of loyalty to the corporation, its
shareholders or its members,

o an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law,

II-1

o a transaction from which the director derived an improper benefit,
or

o an act or omission for which the director's liability is expressly
provided for by statute.

Article Ten of Meridian's Articles of Incorporation provides that our
directors are not liable to us or to our shareholders for monetary damages for
an act or omission in their capacity as director, subject to the above
restrictions. These limitations on a director's liability may not affect claims
arising under the federal securities laws.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors and officers and controlling persons pursuant
to the foregoing provisions, we have been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

ITEM 16. EXHIBITS

4.1 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 of Meridian's Registration
Statement on Form S-1, as amended (Reg. No.
33-65504)).

*4.2 Common Stock Purchase Warrant of Meridian dated
October 16, 1990, issued to Joseph A. Reeves, Jr.
(incorporated by reference to Exhibit 10.8 of
Meridian's Annual Report on Form 10-K for the year
ended December 31, 1991, as amended by Meridian's
Form 8 filed March 4, 1993).

*4.3 Common Stock Purchase Warrant of Meridian dated
October 16, 1990, issued to Michael J. Mayell
(incorporated by reference to Exhibit 10.9 of
Meridian's Annual Report on Form 10-K for the year
ended December 31, 1991, as amended by Meridian's
Form 8 filed March 4, 1993).

*4.4 Registration Rights Agreement dated October 16, 1990,
among Meridian, Joseph A. Reeves, Jr. and Michael J.
Mayell (incorporated by reference to Exhibit 10.7 of
Meridian's Registration Statement on Form S-4, as
amended (Reg. No. 33-37488)).

*4.5 Warrant Agreement dated June 7, 1994, between
Meridian and Joseph A. Reeves, Jr. (incorporated by
reference to Exhibit 4.1 of Meridian's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1994).

*4.6 Warrant Agreement dated June 7, 1994, between
Meridian and Michael J. Mayell (incorporated by
reference to Exhibit 4.1 of Meridian's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1994).

4.7 Amended and Restated Credit Agreement dated May 22,
1998, among Meridian, the several banks and financial
institutions and other entities from time to time
parties thereto (the "Lenders"), The Chase Manhattan
Bank, as administrative agent for the Lenders,
Bankers Trust Company, as syndication agent, Chase
Securities Inc., as advisor to Meridian, Chase
Securities Inc., B.T. Alex. Brown Incorporated,
Toronto Dominion (Texas), Inc. and Credit Lyonnais
New York Branch as co-arrangers, and Toronto Dominion
(Texas), Inc. and Credit Lyonnais New York Branch, as
co-documentation agents (incorporated by reference
from Meridian's current report on Form 8-K dated June
30, 1998).

4.8 Second Amended and Restated Guarantee dated June 30,
1998, between the Guarantors signatory thereto and
The Chase Manhattan Bank, as Administrative Agent for
the Lenders (incorporated by reference from
Meridian's current report on Form 8-K dated June 30,
1998).

4.9 Amended and Restated Pledge Agreement, dated May 22,
1998, between Meridian and The Chase Manhattan Bank,
as Administrative Agent (incorporated by reference
from Meridian's current report on Form 8-K dated June
30, 1998).

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4.10 First Amendment to Amended and Restated Pledge
Agreement dated June 30, 1998 (incorporated by
reference from Meridian's current report on Form 8-K
dated June 30, 1998).

4.11 Amendment No. 2 dated November 13, 1998 to Amended
and Restated Credit Agreement dated May 22, 1998, by
and among Meridian, The Chase Manhattan Bank as
administrative agent, and the various lenders party
thereto (incorporated by reference from Meridian's
Quarterly Report on Form 10-Q for the three months
ended September 30, 1998).

*4.12 The Meridian Resource Corporation Directors' Stock
Option Plan (incorporated by reference to Exhibit
10.5 of Meridian's Annual Report on Form 10-K for the
year ended December 31, 1991, as amended by
Meridian's Form 8 filed March 4, 1993).

4.13 Registration Rights Agreement dated January 29, 2001,
by and between Meridian and Shell Louisiana Onshore
Properties Inc. (incorporated by reference from
Meridian's Current Report on Form 8-K dated January
29, 2001).

4.14 Termination Agreement, dated January 29, 2001, by and
between Meridian and Shell Louisiana Onshore
Properties Inc. (incorporated by reference from
Meridian's Current Report on Form 8-K dated January
29, 2001).

4.15 Amendment No. 1, dated as of January 29, 2001, to
Rights Agreement, dated as of May 5, 1999, by and
between the Company and American Stock Transfer &
Trust Co., as rights agent (incorporated by reference
from the Company's Current Report on Form 8-K dated
January 29, 2001).

4.16 First Amendment to Subordinated Credit Agreement,
dated December 5, 2001, between Meridian and Fortis
Capital Corp. (incorporated by reference to Exhibit
4.17 of the Company's Registration statement on Form
S-3, as amended (Reg. No. 333-75414)).

4.17 Ninth Amendment to Amended and Restated Credit
Agreement, dated as of November 28, 2001, among
Meridian, JP Morgan Chase Bank as administrative
agent, and the various lenders party thereto
(incorporated by reference to Exhibit 4.18 of the
Company's Registration statement on Form S-3, as
amended (Reg. No. 333-75414)).

***4.18 Amended and Restated Statement of Designation of
Series C Redeemable Convertible Preferred Stock.

**5.1 Opinion of Fulbright & Jaworski L.L.P.

**23.1 Consent of Ernst & Young LLP.

**23.2 Consent of T. J. Smith & Company, Inc.

**24.1 Power of attorney (contained on page II-5 hereto).

* Management contract or compensation plan.

** Filed herewith.

*** To be filed by amendment.

ITEM 17. UNDERTAKINGS

We hereby undertake:

To file, during any period in which the offer or sale is being made, a
post-effective amendment to this registration statement:

o to include any prospectus required by Section 10(a)(3) of the
Securities Act,

o to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the

II-3

aggregate, represent a fundamental change in the information set
forth in the registration statement; notwithstanding the
foregoing, any increase or decrease in the volume of securities
being offered (if the total dollar value of securities being
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a twenty percent (20%) change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement,
and

o to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or in any material change to such information in the
registration statement; provided, however, that the undertakings
set forth in the previous two clauses do not apply if the
registration statement is on Form S-3 and the information required
to be included in a post-effective amendment by those clauses is
contained in periodic reports that we filed with or furnished to
the Securities and Exchange Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

That, for purposes of determining any liability under the Securities
Act, each of our filings pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration statement as of
the time it was declared effective.

That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, Meridian has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Meridian of expenses incurred or paid by
our director, officer, or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-3 and have duly caused this registration statement to be signed
on our behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas on May 31, 2001.

THE MERIDIAN RESOURCE CORPORATION

By: /s/ JOSEPH A. REEVES, JR.
--------------------------------------
Joseph A. Reeves, Jr.,
Chairman of the Board and Chief
Executive Officer

POWER OF ATTORNEY

Each individual whose signature appears below constitutes and appoints
Joseph A. Reeves, Jr. and Michael J. Mayell, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign and file any and all amendments (including post-effective
amendments) to this registration statement and all exhibits thereto and all
documents in connection therewith with the Securities and Exchange Commission,
granting said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities on May 31, 2001.

/s/ JOSEPH A. REEVES, JR. Chairman of the Board and Chief Executive Officer,
-------------------------------------------- Director
Joseph A. Reeves, Jr. (principal executive officer)

/s/ MICHAEL J. MAYELL President, Chief Operating Officer, Director
--------------------------------------------
Michael J. Mayell

/s/ LLOYD V. DELANO Vice President
-------------------------------------------- (principal accounting officer)
Lloyd V. DeLano

/s/ GARY A. MESSERSMITH Director
--------------------------------------------
Gary A. Messersmith

II-5

/s/ JOE E. KARES Director
--------------------------------------------
Joe E. Kares

Director
--------------------------------------------
E. L. Henry

Director
--------------------------------------------
Jack A. Prizzi

/s/ JAMES T. BOND Director
--------------------------------------------
James T. Bond

II-6

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
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