Edgar Filing: MERIDIAN RESOURCE CORP

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-116240

PROSPECTUS SUPPLEMENT

(To prospectus dated July 7, 2004)

12,000,000 SHARES

(THE MERIDIAN RESOURCE CORPORATION LOGO)
COMMON STOCK

This is a public offering of common stock of The Meridian Resource Corporation.
We are offering all of the shares of common stock being offered by this
prospectus supplement. Our common stock is listed on the New York Stock Exchange
under the symbol "TMR". On July 28, 2004, the last reported sale price of our
common stock on the New York Stock Exchange was $7.57 per share.

We have entered into an agreement with an affiliate of Shell Oil Company to
repurchase all or part of the 7,082,030 shares of our common stock currently
beneficially owned by Shell at a purchase price per share equal to the net
proceeds per share that we receive in this offering, after underwriting
discounts and commissions.

-------------------------------------------------------------------------------------
PER
SHARE TOTAL
-------------------------------------------------------------------------------------

Price to public $ 7.25 $87,000,000
Underwriting discounts and commissions $ 0.29 $ 3,480,000
Proceeds, before expenses, to the company $ 6.96 $83,520,000
-------------------------------------------------------------------------------------

The underwriters may also purchase from us up to an additional 1,800,000 shares
of our common stock at the public offering price, less the underwriting
discounts and commissions, to cover over-allotments, if any, within 30 days of
the date of this prospectus supplement.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 2 OF THE ACCOMPANYING PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

Friedman Billings Ramsey expects to deliver the shares on or about August 3,
2004.

FRIEDMAN BILLINGS RAMSEY A.G. EDWARDS
SOLE BOOKRUNNING AND JOINT-LEAD MANAGER JOINT-LEAD MANAGER

July 28, 2004

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

PAGE

About this prospectus supplement............................ S-ii
Forward looking statements.................................. S-ii
Prospectus supplement summary............................... S-1
Use of proceeds............................................. S-11
Stock Purchase Agreement.................................... S-11
Capitalization.............................................. S-12
Price range of common stock and dividend policy............. S-13
Management.................................................. S-14
Underwriting................................................ S-16
Legal matters............................................... S-18
Experts..................................................... S-18
Reserve engineers........................................... S-19
Incorporation of certain documents by reference............. S-19
Glossary.................................................... S-20
PROSPECTUS
About this prospectus....................................... i
About The Meridian Resource Corporation..................... 1
The subsidiary guarantors................................... 1
Risk factors................................................ 2
Forward-looking statements.................................. 7
Use of proceeds............................................. 8
Ratio of earnings to fixed charges and earnings to combined
fixed charges and preferred stock dividend
requirements............................................. 8
Description of debt securities.............................. 9
Description of common stock and preferred stock of
Meridian................................................. 17
Plan of distribution........................................ 20
Legal matters............................................... 21
Experts..................................................... 21
Reserve engineers........................................... 21
Where you can find more information......................... 22
Incorporation of certain documents by reference............. 22

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement,
which describes the specific terms of this offering. The second part is the
accompanying prospectus, which provides more general information.

If the description of the offering varies between this prospectus supplement and
the accompanying prospectus, you should rely on the information in this
prospectus supplement.

You should rely only on the information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus. We have not, and
the underwriters have not, authorized anyone to provide you with additional or
different information. If anyone provides you with additional, different or
inconsistent information, you should not rely on it. We are offering to sell the
shares, and seeking offers to buy the shares, only in jurisdictions where offers
and sales are permitted. You should not assume that the information we have
included in this prospectus supplement or the accompanying prospectus is
accurate as of any date other than the dates shown in these documents or that
any information we have incorporated by reference is accurate as of any date
other than the date of the document incorporated by reference. Our business,
financial condition, results of operations and prospects may have changed since
that date.

FORWARD-LOOKING STATEMENTS

We believe that some statements contained in this document or in other documents
we file with the Securities and Exchange Commission 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:

-- our future operating results;
-- our repayment of debt;
-- our future capital expenditures;
-- our expansion and growth of operations; and
-- 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:

-- fluctuations in worldwide prices and demand for oil and natural gas;
-- exposure to market risks in our financial instruments;
-- fluctuations in the levels of our oil and natural gas exploration and
development activities;
-- risks associated with oil and natural gas exploration and development
activities;
-- competition for raw materials and customers in the oil and natural gas
industry;
-- technological changes and developments in the oil and natural gas industry;

S-ii

-- regulatory uncertainties and potential environmental liabilities;
-- potential for and uncertainty of the outcome of pending or threatened
litigation;
-- general economic and business conditions;
-- the direct or indirect effects on our business resulting from recent
terrorist incidents; and
-- additional matters discussed under "Risk factors" beginning on page 2 of
the accompanying prospectus.

S-iii

PROSPECTUS SUPPLEMENT SUMMARY

This summary does not contain all of the information that you should consider
before investing in our common stock. You should read this entire prospectus
supplement and the accompanying prospectus carefully, including the matters
discussed under the caption "Risk factors" beginning on page 2 of the
accompanying prospectus and the detailed information and financial statements
included or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have provided definitions for some of the oil and
gas industry terms used in this prospectus supplement in the "Glossary"
beginning on page S-20 of this prospectus supplement. When used in this
prospectus supplement, the terms "we," "our," "us," "Meridian" and the
"Company," except as otherwise indicated or as the context otherwise indicates,
refer to The Meridian Resource Corporation and its subsidiaries.

THE MERIDIAN RESOURCE CORPORATION

Our reserves and strategic acreage position provide us with a significant
presence in our areas of focus, enabling us to manage a large asset base and to
add successful exploratory and development wells at relatively low incremental
costs. As of December 31, 2003, we had estimated proved reserves of 146 Bcfe,
approximately 68% of which were natural gas, with a PV-10 value of $507 million.
We own interests in approximately 280,000 gross (212,000 net) acres, including
18 fields and 90 wells, and we operate approximately 85% of our total
production.

We utilize 3-D seismic technology to explore for meaningful reserve
accumulations in areas where others have overlooked or not encountered
commercial hydrocarbons because of the inability to resolve structures or
recognize hydrocarbon indicators with traditional 2-D seismic data. During the
period of 1992-2003, we generated and participated in the discovery of
approximately 750 Bcfe of oil and natural gas.

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 successful growth. With licenses
and rights to approximately 8,000 square miles of 3-D seismic data and over
130,000 linear miles of 2-D seismic data, our technical and professional staff
is in a position to continue to generate future prospects.

Our operating performance and financial position have improved substantially
since the beginning of 2003:

- Our first quarter 2004 production rate of 94.5 Mmcfe/d reflects an increase of
51% compared to the 62.7 Mmcfe/d produced during the first quarter of 2003.
S-1

- Similarly, our first quarter 2004 revenues and discretionary cash flow of
$46.2 million and $35.7 million, respectively, reflect increases of 59% and
73%, respectively, compared to the results for the first quarter of 2003(1).

- We have also strengthened and simplified our capital structure by reducing our
long-term debt by 42% from $203.8 million as of January 1, 2003 to $119.0
million as of June 30, 2004 and reducing the stated value of our outstanding
redeemable convertible preferred stock from a previous high of $72.7 million
as of June 30, 2003 to $32.4 million as of June 30, 2004. As a result of
reductions of long-term debt and outstanding redeemable convertible preferred
stock, our combined interest expense and dividends on an annualized basis as
of June 30, 2004 is approximately $7.4 million less than our combined interest
expense and dividends were on an annualized basis as of January 1, 2003.

At our Biloxi Marshlands project in south Louisiana, we have established a
position that includes over 175,000 net acres of leases and options together
with approximately 540 square miles of 3-D seismic data that we have acquired to
date. Since we began drilling operations at Biloxi in 2002, we have successfully
drilled and completed approximately 77% of our wells, or ten successful wells in
13 attempts, with operations on one well still in progress. These operations
have increased production rates for this project from zero in early March 2003
to over 65 Mmcfe/d as of June 30, 2004, or 40.5 Mmcfe/d net to our interest. Of
the ten successful wells drilled to date, seven wells have been placed on
production and three wells are waiting on tie-in of pipelines and production
facilities expected to be completed during September 2004. We have scheduled 15
to 20 wells to be drilled in Biloxi during 2004 and plan to drill about two
wells per month for the remainder of the year into 2005. In addition, we
currently plan to drill up to 12 additional wells in other areas during 2004.
These include five wells at Weeks Island, up to three wells at Riceville, up to
three wells at Turtle Bayou and one well at Ramos.

PROPOSED EQUITY OFFERING

We will use a portion of the net proceeds of this equity offering to repay
borrowings under our senior secured credit agreement, which will increase funds
available for us to accelerate planned capital expenditures for drilling
activities and related pipeline construction. In addition, we intend to
repurchase all or part of the 7,082,030 shares of our common stock currently
beneficially owned by Shell Oil Company. See "Stock Purchase Agreement". We
believe that the repurchase together with the shares issued in this offering
will broaden our shareholder base and further increase our financial
flexibility.
---------------

(1) Discretionary cash flow is reconciled as follows (in millions):

QUARTER ENDED
MARCH 31,
-------------
2003 2004
----- -----

Discretionary cash flow..................................... $20.6 $35.7
Adjustments:
Interest on convertible debt............................ (.3) (.3)
Net changes in working capital.......................... (2.5) 1.6
----- -----
Net cash provided by operating activities................... $17.8 $37.0
===== =====

We refer to a non-GAAP financial measure we call "discretionary cash flow."
Management believes this measure is a financial indicator of our ability to
internally fund capital expenditures and service outstanding debt. Management
also believes this non-GAAP financial measure of cash flow is useful information
to investors because it is widely used by professional research analysts in the
valuation, comparison, rating and investment recommendations of companies within
the oil and gas exploration and production industry. Discretionary cash flow
should not be considered an alternative to net cash provided by operating
activities or net income, as defined by GAAP.
S-2

BUSINESS STRATEGY

We have established a substantial acreage and seismic data position in our niche
area of the Gulf Coast region of south Louisiana and southeast Texas. We believe
that we have an advantage over our competition because of the experienced
professionals across every discipline of the company from geology/geophysics to
engineering, land and finance. The result is a track record demonstrated through
our core competency as finders of significant quantities of oil and natural gas
reserves that has resulted in the generation and/or participation in the
discovery of approximately 750 Bcfe since 1992. We have created a substantial
inventory of low-risk prospects on acreage positions that we control with
proprietary 3-D seismic data, leases and options. This allows us to generate
low-risk, repeatable exploration/exploitation prospects with multi-well
opportunities that form the engine for our future growth.

In 2001, we embarked on a strategy that enabled us to acquire a position in over
175,000 contiguous acres in south Louisiana, known as our Biloxi Marshlands
project, over which we have acquired 450 square miles of 3-D proprietary seismic
data. We believe that our acreage and seismic data positions in the area provide
barriers to entry for our competition and give us control to develop a low-risk
prospect inventory with competitive finding and development costs, low lifting
costs and high initial well flow rates ranging from 6 to 28 Mmcfe/d. To date, we
have achieved a 77% success ratio for drilling on this project.

We strive to achieve the following key elements of our strategy:

-- generate low-cost reserves through exploration, exploitation and
development drilling of a risk-balanced portfolio of high potential prospects;

-- maintain a geographic focus in south Louisiana, the Texas Gulf Coast and
offshore in the Gulf of Mexico, where we apply our professional and technical
knowledge to the development of our high quality project inventory;

-- utilize our 3-D seismic expertise to reduce geological risk, improve the
probability of success, optimize well locations and reduce our finding costs;

-- match percentage ownership in each prospect to equal the probability of
success, increasing the impact of discoveries on shareholder value; and

-- maintain operational control to manage quality, costs and timing of our
drilling and production activities.
S-3

RECENT DEVELOPMENTS

Second quarter 2004 results

We have announced net production for the second quarter of 2004 of approximately
9.0 Bcfe, or 98.9 Mmcfe/d. We have also announced earnings per share for the
second quarter of 2004 of $0.10 per fully diluted share outstanding, and
discretionary cash flow of $39.4 million(1).

Biloxi Marshlands operations

In July 2004, we announced results from our Biloxi Marshlands ("BML") No. 7-2
well at the South Atlas prospect area. Electric log analysis reflected
approximately 70 feet of gross gas pay (64 feet net) in the Cris "I" sand
interval between 9,033 feet and 9,103 feet measured depth. The well was recently
tested through ten feet of perforations at a stabilized gross daily flow rate of
13.3 Mmcf/d through a 30/64-inch choke. Flowing tubing pressure was measured at
3,134 psi and shut-in tubing pressure was measured at 3,688 psi. The well is
expected to be placed on production during August 2004 after completion of the
pipeline and facility tie-ins. We own a 92% working interest in the well.

We have mobilized the drilling rig from the BML No. 7-2 location to the BML No.
7-3 location on the Pluto prospect. We have spudded the well and we are
currently drilling at 4,000 feet measured depth. We expect to complete drilling
operations on the BML No. 7-3 by mid-August 2004. We also hold a 92% working
interest in this well.

The Ducros et al No. 32-1 well at our Apollo prospect was logged following
drilling operations with approximately 66 feet of apparent net gas pay between
11,495 feet and 11,642 feet measured depth. During completion operations, prior
to perforating the well, a wireline gauge tool lodged in the production string.
We sidetracked the well past the obstruction and the well was recently tested
through 20 feet of perforations between an interval of 11,646 and 11,666 feet
measured depth ("MD") at a stabilized gross daily flow rate of 17.5 million
cubic feet ("Mmcf") of gas through a 36/64-inch choke. Flowing tubing pressure
was measured at 2,798 psi with a shut-in tubing pressure of 4,006 psi. We hold a
92% working interest in the well.

We recently began construction of a seven-mile pipeline and gathering system to
the southern extension of our acreage position in the BML project area.
Approximately six miles of pipeline have been laid, and we expect to complete
the remaining one mile before the end of August 2004. We are currently
constructing a satellite production facility to accommodate production from the
Ducros et al No. 32-1 well (Apollo prospect) and the BML 22/SL 17980 #1 well
(Eros prospect). In addition, we are permitting and will construct an additional
facility to serve the BML No. 7-2 well (South Atlas prospect) and any future
wells surrounding the BML No. 7-2 well. We expect to place those wells and any
further discoveries in the surrounding area on production by early September
2004. Production tests from the BML 22/SL 17980 #1 well, the BML No. 7-2 and the
Ducros et al No. 32-1 well totaled a combined gross rate of 40.1 Mmcf/d. On June
30, 2004, our daily production was approximately 100 Mmcfe/d not including the
three wells set out above.

---------------

(1) Discretionary cash flow is reconciled as follows (in millions):

QUARTER ENDED
JUNE 30,
2004
-------------

Discretionary cash flow..................................... $39.4
Adjustments:
Net changes in working capital............................ (2.1)
-----
Net cash provided by operating activities................... $37.3
=====

Refer to discretionary cash flow footnote located on page S-2.
S-4

Enterprise prospect

During July 2004, drilling operations began for the Hosemann #1 well on the
Enterprise prospect. The well is being drilled to a proposed total depth of
18,500 feet and is currently drilling at 7,600 feet. We are non-operator of the
well and after payout of the drilling costs our working interest is
approximately 30%.

Weeks Island operations

In the Weeks Island field, we are drilling our Goodrich Cocke #10 well on the
Camille prospect. The well is being drilled to a total depth of approximately
11,700 feet measured depth and is currently at approximately 10,000 feet. We
hold a 97% working interest in the well.

Conversion of Series C preferred stock

In June 2004, we exercised our right to convert one-third of our remaining
issued and outstanding Series C Redeemable Convertible Preferred Stock into
shares of our common stock. Based on this conversion and other voluntary
conversions, our outstanding Series C preferred stock has been reduced from a
high stated value of approximately $72.7 million as of June 30, 2003 to
approximately $32.4 million as of June 30, 2004, representing a cash savings in
dividends of approximately $3.4 million on an annualized basis. Under the terms
of the Series C preferred stock, we could elect to convert up to one-third of
the then-outstanding Series C preferred stock into shares of our common stock
upon obtaining a closing price of our common stock for 30 out of 40 consecutive
trading days that is greater than 150% of the $4.45 conversion price for the
Series C preferred stock. The conversion was completed on a pro rata basis and
included a cash payment for accrued and unpaid dividends through the June 8,
2004 conversion date, at which time dividends ceased to accrue on the converted
shares.
S-5

THE OFFERING

Common stock offered by
Meridian....................... 12,000,000 shares. We have also granted the
underwriters an option to purchase 1,800,000
additional shares to cover over-allotments.

Common stock to be outstanding
after this offering and the
repurchase of our common stock
from Shell..................... 78,294,294 shares (or 79,012,264 shares if the
over-allotment option is exercised in full)

Use of proceeds................ We will use a portion of the net proceeds of
this equity offering to repay borrowings under
our senior secured credit agreement, which
will increase funds available for us to
accelerate planned capital expenditures. In
addition, we intend to repurchase all or part
of the 7,082,030 shares of our common stock
currently beneficially owned by an affiliate
of Shell Oil Company. See "Use of proceeds"
and "Stock Purchase Agreement".

Risk factors................... An investment in our common stock involves
risks. Please read the section entitled "Risk
factors" beginning on page 2 of the
accompanying prospectus for a discussion of
some of the factors.

New York Stock Exchange
symbol......................... TMR

The number of shares of our common stock outstanding after this offering is
based upon 72,294,294 shares of common stock outstanding as of July 15, 2004,
and excludes:

-- outstanding warrants and options to acquire approximately 6.5
million shares of our common stock at a weighted average exercise price
of $3.58 per share; rights to receive approximately 2.8 million shares of
our common stock under deferred compensation plans; and rights to
purchase 60,762 additional shares of our common stock (or for 68,033
shares if the over-allotment option is exercised in full) that will arise
in connection with this offering pursuant to the terms of each of two
outstanding warrants issued to our chief executive officer and our
president in 1990. Under the terms of these warrants, the number of
shares of our common stock and the purchase price per share are subject
to adjustment for the issuance of our common stock such that each warrant
will permit the holder to purchase at the same aggregate exercise price a
number of shares of our common stock equal to the same percentage of
outstanding shares of our common stock that the holder could purchase
before the issuance. Currently, each of these outstanding warrants
entitle the holder to purchase approximately 1% of our outstanding shares
for an aggregate purchase price of $94,303. The issuance of shares in
connection with the repurchase of our common stock from Shell will not
increase amounts issuable under these warrants; and

-- $32.4 million stated value of 8.5% Redeemable Convertible Preferred
Stock that is convertible into an aggregate of approximately 7.2 million
shares of our common stock at an exercise price of $4.45 per share.
S-6

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table shows summary historical consolidated financial data for the
periods and as of the dates indicated. The summary historical consolidated
financial data as of and for the years ended December 31, 2001, 2002 and 2003
are derived from our audited consolidated financial statements. The summary
historical consolidated financial data as of and for the three months ended
March 31, 2003 and 2004 are derived from our unaudited consolidated financial
statements. We believe, unless otherwise disclosed, that these unaudited
consolidated financial statements reflect all adjustments, consisting only of
normal recurring adjustments, necessary for the fair presentation of these
financial statements. Results of operations for the interim period are not
necessarily indicative of the results of operations for the entire year. Our
summary historical consolidated financial data should be read in conjunction
with the consolidated financial statements, related notes and other financial
information incorporated by reference in this prospectus supplement.

----------------------------------------------------------------------------------------------
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------ -------------------
($000, EXCEPT PER SHARE DATA) 2001 2002 2003 2003 2004
----------------------------------------------------------------------------------------------

CONSOLIDATED STATEMENT OF OPERATIONS
DATA:
Revenues:
Oil and natural gas.................. $176,646 $106,992 $137,124 $ 28,987 $ 46,140
Interest and other................... 1,414 478 355 38 52
----------------------------------------------------
178,060 107,470 137,479 29,025 46,192
----------------------------------------------------
Operating costs and expenses:
Oil and natural gas operating........ 16,625 11,935 11,260 2,484 3,008
Severance and ad valorem taxes....... 11,761 8,235 7,608 1,819 2,317
Depletion and depreciation........... 67,450 60,972 75,441 14,655 23,701
General and administrative........... 13,506 11,820 11,610 2,810 3,204
Accretion expense.................... - - 667 128 119
Issuance of stock grants............. 5,566 - - - -
Impairment of long-lived assets...... 6,580 69,124 - - -
----------------------------------------------------
121,488 162,086 106,586 21,896 32,349
----------------------------------------------------
Earnings (loss) before interest & income
taxes................................. 56,572 (54,616) 30,893 7,129 13,843
Other expenses:
Interest expense..................... 20,092 13,928 11,496 2,476 2,169
Debt conversion expense.............. - - - - 1,188
Credit facility retirement costs..... - 1,202 - - -
----------------------------------------------------
Earnings (loss) before income taxes..... 36,480 (69,746) 19,397 4,653 10,486
----------------------------------------------------
Income taxes:
Current.............................. (300) 298 (731) - 1,000
Deferred............................. 13,800 (22,300) 4,980 - 2,900
----------------------------------------------------
13,500 (22,002) 4,249 - 3,900
----------------------------------------------------

S-7

Earnings (loss) before cumulative effect
of change in accounting principle..... 22,980 (47,744) 15,148 4,653 6,586
Cumulative effect of change in
accounting principle.................. - - (1,309) (1,309) -
----------------------------------------------------
Net earnings (loss)..................... $ 22,980 $(47,744) $ 13,839 $ 3,344 $ 6,586
----------------------------------------------------
Dividends on preferred stock............ 429 4,268 6,593 1,623 1,299
----------------------------------------------------
Net earnings (loss) applicable to common
stockholders.......................... $ 22,551 $(52,012) $ 7,246 $ 1,721 $ 5,287
----------------------------------------------------
Net earnings (loss) per common share:
Basic................................ $ 0.47 $ (1.05) $ 0.14 $ 0.03 $ 0.08
Diluted.............................. 0.43 (1.05) 0.13 0.03 0.08
Weighted avg number of common shares
outstanding:
Basic................................ 48,350 49,763 53,325 50,090 63,010
Diluted.............................. 55,842 49,763 57,144 50,090 68,341

----------------------------------------------------------------------------------------------
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------ -------------------
($000) 2001 2002 2003 2003 2004
----------------------------------------------------------------------------------------------

CONSOLIDATED STATEMENT OF CASH FLOWS
DATA:
Cash provided by (used by):
Operating activities................. $153,487 $ 42,523 $ 91,622 $ 17,792 $ 37,040
Investing activities................. (103,501) (77,114) (67,027) (15,950) (25,372)
Financing activities................. (130,768) 27,538 (19,061) (1,915) (8,493)

----------------------------------------------------------------------------------------------
AS OF DECEMBER 31, AS OF MARCH 31,
------------------------------ -------------------
($000) 2001 2002 2003 2003 2004
----------------------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents............ $ 14,340 $ 7,287 $ 12,821 $ 7,214 $ 15,996
Total assets......................... 507,900 456,240 448,749 468,386 451,633
Total debt........................... 210,000 203,750 152,320 202,500 127,000
Preferred securities................. - 69,690 60,446 69,690 53,873
Stockholders' equity................. 188,221 133,393 184,335 133,409 216,142
----------------------------------------------------------------------------------------------

S-8

SUMMARY OPERATING DATA

The following table sets forth summary operating data for the periods indicated.

----------------------------------------------------------------------------------------------
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------- -------------------
2001 2002 2003 2003 2004
----------------------------------------------------------------------------------------------

PRODUCTION VOLUMES:
Oil (Mbbl).......................... 2,918 2,213 1,403 397 311
Natural gas (Mmcf).................. 22,085 15,578 20,142 3,263 6,729
Combined (Mmcfe).................... 39,594 28,856 28,563 5,646 8,596
AVERAGE REALIZED PRICES:(1)
Oil (Bbl)........................... $ 25.17 $ 24.67 $ 24.97 $ 25.15 $ 25.10
Natural gas (Mcf)................... 4.67 3.36 5.07 5.82 5.70
Combined (Mcfe)..................... 4.46 3.71 4.80 5.13 5.37
AVERAGE WELLHEAD PRICES:(2)
Oil (Bbl)........................... $ 25.17 $ 24.75 $ 29.76 $ 33.02 $ 32.56
Natural gas (Mcf)................... 4.67 3.43 5.47 7.04 5.89
Combined (Mcfe)..................... 4.46 3.75 5.32 6.39 5.79
COSTS PER MCFE:
Oil and gas operating.................. $ 0.42 $ 0.41 $ 0.39 $ 0.44 $ 0.35
Severance/ad valorem taxes............. 0.30 0.29 0.27 0.32 0.27
Depletion and depreciation............. 1.70 2.11 2.64 2.60 2.76
General and administrative............. 0.34 0.41 0.41 0.50 0.37
----------------------------------------------------------------------------------------------

(1) Represents revenue per unit as reported, which includes the impact of oil
and natural gas hedging transactions.

(2) Represents revenue per unit unadjusted for the effect of oil and natural gas
hedging transactions.
S-9

SUMMARY OIL AND GAS RESERVE INFORMATION

The following table sets forth summary data with respect to our estimated proved
oil and gas reserves as of the dates indicated. The following estimates of our
net proved oil and natural gas reserves have been reviewed by T.J. Smith &
Company, Inc., independent petroleum engineers. Guidelines established by the
Securities and Exchange Commission regarding the present value of future net
revenues were used to prepare these reserve estimates. Reserve engineering is a
subjective process of estimating underground accumulations of oil and natural
gas that cannot be measured in an exact way. The accuracy of any reserve
estimate depends on the quality of available data and the interpretation of that
data by petroleum engineers. In addition, the results of drilling, testing and
production activities may require revisions of estimates that were made
previously. Accordingly, estimates of reserves and their value are inherently
imprecise and are subject to constant revision and change, and they should not
be construed as representing the actual quantities of future production or cash
flows to be realized from gas and oil properties or the fair market value of
such properties.

-------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------
2001 2002 2003
-------------------------------------------------------------------------------------------

Proved reserves:
Oil (Mbbl)............................................... 24,346 9,925 7,892
Natural gas (Mmcf)....................................... 176,922 107,626 98,469
Combined (Mmcfe)......................................... 322,998 167,176 145,821
Proved developed reserves (Mmcfe)........................... 165,909 127,293 112,375
Estimated reserve life (years).............................. 8.2 5.8 5.1
-------------------------------------------------------------------------------------------

S-10

USE OF PROCEEDS

We will use a portion of the net proceeds of this equity offering to repay
borrowings under our senior secured credit agreement, which will increase funds
available for us to accelerate planned capital expenditures for drilling
activities and related pipeline construction. In addition, we intend to
repurchase 6,000,000 shares (or all of the 7,082,030 shares if the underwriters'
over-allotment option is exercised in full) of our common stock currently
beneficially owned by Shell Oil Company. See "Stock Purchase Agreement". We
believe that the repurchase together with the shares issued in this offering
will broaden our shareholder base and further increase our financial
flexibility.

As of June 30, 2004, we had $114.0 million principal amount of borrowings
outstanding under our senior secured credit agreement bearing interest at an
annual rate equal to the London interbank offered rate of 1.59% as of June 30,
2004 plus 2.25%. The senior secured credit agreement has a final maturity date
of August 13, 2005. Borrowings under this credit agreement were used during the
past year to fund drilling activities, to acquire seismic data and for general
working capital purposes.

STOCK PURCHASE AGREEMENT

We have entered into a stock purchase agreement with an affiliate of Shell Oil
Company to repurchase up to 7,082,030 shares of our common stock currently
beneficially owned by Shell at a purchase price per share equal to the net
proceeds per share that we receive in the offering, after underwriting discounts
and commissions. We will purchase up to 6,000,000 of those shares with a portion
of the net proceeds from this offering, and will purchase the remaining
1,082,030 shares from Shell if the underwriters' over-allotment option is
exercised in full. The shares to be sold to us by Shell represent approximately
9.8% of the shares of our common stock outstanding prior to this offering and
are all of the shares of our common stock currently beneficially owned by Shell,
according to filings made by Shell with the Securities and Exchange Commission.

S-11

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2004:

-- on an actual basis;

-- pro forma to give effect to the conversion of 215,020 shares of our 8.5%
redeemable convertible preferred stock during the second quarter of 2004; and

-- pro forma, as adjusted to give effect to this offering and the application
of the estimated net proceeds from the sale of common stock (without giving
effect to any shares sold under the underwriters' over-allotment option) at a
public offering price of $7.25 per share and our repurchase of 6,000,000 shares
of our common stock from Shell.

You should read this table in conjunction with the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and the related notes
thereto incorporated by reference into this prospectus supplement and the
accompanying prospectus.

-----------------------------------------------------------------------------------------------
MARCH 31, 2004
----------------------------------------
PRO FORMA
(UNAUDITED) ($000) ACTUAL PRO FORMA AS ADJUSTED
-----------------------------------------------------------------------------------------------

Cash and Cash Equivalents............................ $ 15,996 $ 15,996 $ 15,996
----------------------------------------
----------------------------------------
Bank Debt:
Revolving Credit Agreement(1)..................... $117,000 $ 117,000 $ 75,560
Subordinated Credit Agreement(2).................. 10,000 10,000 10,000
----------------------------------------
Total bank debt................................ 127,000 127,000 85,560
----------------------------------------
8.5% Redeemable Convertible Preferred Stock.......... 53,873 32,371 32,371
----------------------------------------
Stockholder's Equity:
Common stock, $.01 par value (200,000,000 shares
authorized, issued 67,389,791 shares actual,
72,221,618 pro forma and 78,221,618 pro forma,
as adjusted)................................... 701 749 809
Additional paid-in capital........................ 421,977 442,607 483,987
Accumulated deficit............................... (197,205) (197,205) (197,205)
Accumulated other comprehensive loss.............. (8,989) (8,989) (8,989)
Unamortized deferred compensation................. (342) (342) (342)
----------------------------------------
Total stockholders' equity..................... 216,142 236,820 278,260
----------------------------------------
Total Capitalization................................. $397,015 $ 396,191 $ 396,191
-----------------------------------------------------------------------------------------------

(1) Does not reflect a $3.0 million repayment on the revolving credit facility
that was made in June 2004.

(2) Does not reflect a $5.0 million repayment on the subordinated debt that was
made in April 2004. We currently plan to make a final $5.0 million repayment of
principal in December 2004.

S-12

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock is traded on the New York Stock Exchange under the symbol
"TMR". The following table sets forth, for the periods indicated, the high and
low sale prices per share for the common stock as reported on the New York Stock
Exchange:

---------------------------------------------------------------------------
HIGH LOW
---------------------------------------------------------------------------

2004:
First quarter............................................... $6.52 $5.15
Second quarter.............................................. 7.65 6.03
Third quarter (through July 28)............................. 8.29 6.76
2003:
First quarter............................................... $1.78 $0.94
Second quarter.............................................. 4.73 0.92
Third quarter............................................... 5.16 4.00
Fourth quarter.............................................. 6.14 3.88
2002:
First quarter............................................... $4.99 $3.01
Second quarter.............................................. 4.94 2.80
Third quarter............................................... 3.70 2.05
Fourth quarter.............................................. 2.28 0.50
---------------------------------------------------------------------------

On July 28, 2004, the last reported sale price for our common stock, as reported
by the NYSE, was $7.57 per share. As of July 15, 2004, there were approximately
812 holders of record of our common stock.

We have never declared or paid, and do not anticipate declaring or paying in the
near future, any dividends on our common stock. Rather, we anticipate that we
will retain all of our future earnings, if any, for use in the continued
development and operation of our business, including exploratory and development
drilling activities. Any future determination as to the declaration and payment
of dividends will be at the discretion of our board of directors and will depend
on the existing conditions, including our financial condition, results of
operation, contractual restrictions, capital requirements, business prospects
and such other factors as our board deems relevant. Our existing credit
agreement also prohibits us from paying dividends of cash or other assets.

S-13

MANAGEMENT

The names and backgrounds of our management and each of our directors are set
forth below.
--------------------------------------------------------------------------------

NAME OF OFFICER AGE POSITION WITH THE COMPANY
---------------------------------------------------------------------------------------------------

Joseph A. Reeves, Jr. 57 Chairman of the Board and Chief Executive Officer
Michael J. Mayell 57 Director and President
Lloyd V. DeLano 53 Senior Vice President and Chief Accounting Officer
Thomas J. Tourek 61 Senior Vice President--Exploration--TMRX
James W. Carrington, Jr. 53 Senior Vice President--Land and Legal--TMRX
Alan S. Pennington 50 Vice President--Business Development--TMRX
A. Dale Breaux 55 Vice President--Operations--TMRX
E. L. Henry 68 Director
Joe E. Kares 60 Director
Gary A. Messersmith 55 Director
David W. Tauber 54 Director
James T. Bond 79 Director
---------------------------------------------------------------------------------------------------

Joseph A. Reeves, Jr. is Chairman of the Board and Chief Executive Officer of
the Company. Prior to assuming his positions with the Company, Mr. Reeves held
similar positions with the Company's predecessor, Texas Meridian Resources, Ltd.
("TMR"), from 1988 to 1990.

Michael J. Mayell is President of the Company. Prior to assuming such position
with the Company, Mr. Mayell held a similar position with TMR, from 1988 until
1990.

Lloyd V. DeLano joined the Company in January 1992 performing contract work and
became an employee of the Company in October 1992. Mr. DeLano was named Vice
President--Director of Accounting of The Meridian Resource & Exploration LLC (a
wholly owned subsidiary of the Company) ("TMRX") in April 1993. In June 1996,
Mr. DeLano was named Vice President and Chief Accounting Officer of the Company
and in June 2002 he was named Senior Vice President. Mr. DeLano is a Certified
Public Accountant with 30 years of oil and natural gas experience.

Thomas J. Tourek, Senior Vice President--Exploration of TMRX. Mr. Tourek joined
Meridian in June 1999, after nearly 30 years of experience at Shell in the
discovery and development exploration and production projects. His successes in
managing and performing geological and geophysical (including 3-D) evaluations
span the greater Gulf of Mexico Basin, Europe, Africa, Latin America, and the
Middle and Far East. Mr. Tourek holds a Bachelor of Science Degree in Geology
from Wittenberg University, and a Masters Degree and Ph.D in Geology from Johns
Hopkins University.

James W. Carrington, Jr. joined the Company in March 1998 as Vice President of
Land of TMRX and in June 2002 he was named Senior Vice President, Land and
Legal, of TMRX. Prior to assuming his position with the Company, Mr. Carrington
was employed by CNG Producing Company.

S-14

Alan S. Pennington joined the Company in August 1989 as Vice President--Geology
of TMRX and has held several positions with the Company. He has served as Senior
Vice President--Business Development of TMRX since 2002.

A. Dale Breaux joined the Company in 2002 and is currently the Vice
President--Operations of TMRX. Mr. Breaux has nearly 30 years of field and
management experience in onshore and offshore drilling operations at Sun Oil
Company, Campbell Energy Corporation, and Petrofina. Mr. Breaux holds a Bachelor
of Science in Petroleum Engineering from the University of Louisiana in
Lafayette.

E. L. Henry has been a partner with the law firm of Adams and Reese L.L.P. in
Baton Rouge, Louisiana since 1987. Mr. Henry was formerly Commissioner of the
Division of Administration for the State of Louisiana from 1980 through 1984, a
member of the Louisiana House of Representatives from 1968 through 1980 and
Speaker of the Louisiana House of Representatives from 1972 through 1980.

Joe E. Kares has been a partner with the public accounting firm of Kares &
Cihlar in Houston, Texas since 1980.

Gary A. Messersmith has been a partner with the law firm of Looper, Reed &
McGraw, a Professional Corporation, in Houston, Texas since 2001, and from 1982
to 2001 was a partner with the law firm of Fouts & Moore, L.L.P. in Houston,
Texas.

David W. Tauber has served as owner/principal of Tauber Oil Company, a marketer
of fuel oil and carbon black located in Houston, Texas, since 1984.

James T. Bond is President of JTB Exploration and was formerly General Manager
of H.L. Hawkins, Jr. Oil and Gas located in Houston and New Orleans, Louisiana.
He has been associated with such company for over fifty years.

S-15

UNDERWRITING

The underwriters named below are acting through their representative, Friedman,
Billings, Ramsey & Co., Inc. Subject to the terms and conditions set forth in
the underwriting agreement, we have agreed to sell to the underwriters, and the
underwriters have agreed to purchase, the number of shares of our common stock
set forth opposite their names below. The underwriting agreement provides that
the obligation of the underwriters to pay for and accept delivery of our common
stock is subject to certain conditions.

------------------------------------------------------------------------------
UNDERWRITERS NUMBER OF SHARES
------------------------------------------------------------------------------
Friedman, Billings, Ramsey & Co., Inc. ..................... 7,200,000
A.G. Edwards & Sons, Inc.................................... 4,800,000
----------------
Total..................................................... 12,000,000
------------------------------------------------------------------------------

We have granted the underwriters an option exercisable during the 30-day period
after the date of this prospectus supplement to purchase from us, at the public
offering price less underwriting discounts and commissions, up to an additional
1,800,000 shares of our common stock for the sole purpose of covering
over-allotments, if any. To the extent that the underwriters exercise the
option, each underwriter will be committed, subject to certain conditions, to
purchase that number of additional shares of common stock that is proportionate
to such underwriter's initial commitment.

Under the terms and conditions of the underwriting agreement, the underwriters
are committed to purchase all the common stock offered by this prospectus
supplement, other than the shares subject to the over-allotment option, if any
is purchased. We have agreed to indemnify the underwriters against certain civil
liabilities under the Securities Act of 1933, as amended, or to contribute to
payments the underwriters may be required to make in respect of such
liabilities. We also have agreed to reimburse the underwriters for their
reasonable out-of-pocket expenses in connection with this offering, including
reimbursement of their legal fees and expenses.

The underwriters initially propose to offer the common stock directly to the
public at the public offering price set forth on the cover page of this
prospectus supplement, and to certain dealers at such offering price less a
concession not to exceed $0.17 per share. The underwriters may allow, and such
dealers may reallow, a concession not to exceed $0.10 per share to certain other
dealers.

After the common stock being offered by this prospectus supplement is released
for sale to the public, the underwriters may change the offering price and other
selling terms.

The following table provides information regarding the per share and total
underwriting discounts and commissions we will pay to the underwriters. These
amounts are shown assuming both no exercise and full exercise of the
underwriters' option to purchase from us up to an additional 1,800,000 shares to
cover over-allotments.

-----------------------------------------------------------------------------------------------
NO EXERCISE OF FULL EXERCISE OF
OVER-ALLOTMENT OVER-ALLOTMENT
OPTION OPTION
-----------------------------------------------------------------------------------------------

Per share................................................... $ 0.29 $ 0.29
Total..................................................... $ 3,480,000 $ 4,002,000
-----------------------------------------------------------------------------------------------

S-16

We estimate that the total expenses of the offering payable by us, excluding
underwriting discounts and commissions, will be approximately $320,000.

In connection with this offering, the underwriters may purchase and sell shares
of our common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in this offering. "Covered"
short sales are sales made in an amount not greater than the underwriters'
option to purchase additional shares from us in this offering. The underwriters
may close out any covered short position by either exercising their option to
purchase additional shares or purchasing shares in the open market. In
determining the source of shares to close out the covered short position, the
underwriters will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may
purchase shares through the over-allotment option. "Naked" short sales are any
sales in excess of such option. The underwriters must close out any naked short
position by purchasing shares in the open market. A naked short position is more
likely to be created if the underwriters are concerned that there may be
downward pressure on the price of the common stock in the open market after
pricing that could adversely affect investors who purchase in the public
offering. Stabilizing transactions consist of various bids for or purchases of
common stock made by the underwriters in the open market prior to the completion
of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular
underwriter repays to the representative a portion of the underwriting discount
received by it because the representative has repurchased shares sold by or for
the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the
effect of preventing or retarding a decline in the market price of our common
stock, and, together with the imposition of the penalty bid, may stabilize,
maintain or otherwise affect the market price of the common stock. As a result,
the price of the common stock may be higher than the price that otherwise might
exist in the open market. If these activities are commenced, they may be
discontinued at any time.

Any of these activities may stabilize or maintain the market price of the common
stock above independent market levels. These transactions may be effected on the
New York Stock Exchange or in the over-the-counter market or otherwise. The
underwriters are not required to engage in these activities and may end any of
these activities at any time.

The underwriters have informed us that they do not intend to confirm sales of
the common stock offered by this prospectus supplement to any accounts over
which they exercise discretionary authority.

We, our executive officers and directors, and Shell have agreed not to offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any
shares of our common stock, or any securities convertible into or exercisable or
exchangeable for any shares of our common stock or any right to acquire shares
of our common stock, for a period of (i) 90 days, for us and our executive
officers and directors and (ii) 45 days, for Shell, from the date of this
prospectus supplement. These restrictions are subject to exceptions related to
options granted under existing employee benefit plans and our existing
director's stock option plan. In addition, Friedman, Billings, Ramsey & Co.,
Inc., may at

S-17

any time and without notice release all or any portion of the common stock
subject to the foregoing lock-up agreements, although it has no present
intention of doing so.

A prospectus in electronic format may be made available on the Internet sites of
or through other online services maintained by one or more of the underwriters
participating in this offering, or by their affiliates. In those cases,
prospective investors may view offering terms online and, depending upon the
particular underwriter, prospective investors may be allowed to place orders
online. The underwriters may agree with us to allocate a specific number of
shares for sale to online brokerage account holders. Any such allocation for
online distributions will be made by the underwriters on the same basis as other
allocations. Other than the prospectus in electronic format, the information on
any underwriter's web site and any information contained in any other web site
maintained by an underwriter is not part of the prospectus or the registration
statement of which this prospectus forms a part, has not been approved and/or
endorsed by us or any underwriter in its capacity as underwriter and should not
be relied upon by investors. A prospectus in electronic format may be made
available on www.fbr.com, the Internet web site maintained by Friedman,
Billings, Ramsey Group, Inc., the parent company of Friedman, Billings, Ramsey &
Co., Inc. We will not effect any sales of our common stock in this offering by
electronic means or over the Internet.

The underwriters have from time to time in the past provided, and may from time
to time in the future provide, investment banking and general financing services
to us for which they have in the past received, and may in the future receive,
customary and usual fees.

LEGAL MATTERS

The validity of the shares of common stock to be sold in the offering under this
prospectus supplement will be passed upon for us by our counsel, Fulbright &
Jaworski L.L.P., Houston, Texas. Certain legal matters in connection with the
common stock offered under this prospectus supplement will be passed upon for
the underwriter by Andrews Kurth LLP, Houston, Texas.

EXPERTS

Our consolidated financial statements as of and for the year ended December 31,
2003 appearing in our Annual Report on Form 10-K for the year ended December 31,
2003, have been audited by BDO Seidman, LLP, independent registered public
accounting firm, as set forth in their report thereon included in that Annual
Report and incorporated into this prospectus supplement by reference. Such
consolidated financial statements are incorporated into this prospectus
supplement by reference in reliance upon such report given on the authority of
BDO Seidman, LLP as experts in accounting and auditing.

Our consolidated financial statements as of and for the years ended December 31,
2002 and December 31, 2001 appearing in our Annual Report on Form 10-K for the
year ended December 31, 2003, have been audited by Ernst & Young LLP,
independent registered public accounting firm, as set forth in their report
thereon included in that Annual Report and incorporated into this prospectus
supplement by reference. Such consolidated financial statements are incorporated
into this prospectus supplement by reference in reliance upon such report given
on the authority of Ernst & Young LLP as experts in accounting and auditing.

S-18

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, 2001, 2002
and 2003, included in our Annual Report on Form 10-K for the year ended December
31, 2003, from the reserve report of T.J. Smith & Company, Inc., independent
petroleum engineers. We have incorporated all of that information by reference
into this prospectus summary on the authority of T.J. Smith & Company, Inc. as
experts in such matters.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with the
SEC, 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 part of this prospectus. Information that we file later with the SEC
(excluding any information furnished pursuant to Item 9 or Item 12 on any
Current Report on Form 8-K) will automatically update certain information in
this prospectus. In all cases, you should rely on the later information over
different information included in this prospectus or the prospectus supplement.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:

-- Meridian's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, as amended by Form 10-K/A filed April 29, 2004;

-- Meridian's Quarterly Report on Form 10-Q for the three months ended
March 31, 2004;

-- Meridian's Current Reports on Form 8-K filed July 22, 2004
(excluding any information furnished pursuant to Item 12) and July 28,
2004;

-- Meridian's Registration Statement on Form 8-A filed May 13, 1999
(description of Rights); and

-- Meridian's Registration Statement on Form 8-A filed March 19, 1997
(description of common stock).

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
Lloyd DeLano, Senior Vice President and Chief Accounting Officer, The Meridian
Resource Corporation, 1401 Enclave Parkway, Suite 300, Houston, Texas 77077,
telephone number: 281-597-7000.

S-19

GLOSSARY

The terms defined in this section are used throughout this prospectus
supplement:

BBL Barrel of crude oil, condensate or natural gas
liquids.

BCFE Billion cubic feet of natural gas equivalent using the
ratio of one barrel of crude oil, condensate or
natural gas liquids to 6 Mcf of natural gas.

FIELD An area consisting of a single reservoir or multiple
reservoirs all grouped on or related to the same
individual geological structural feature or
stratigraphic condition.

GROSS ACRES OR GROSS
WELLS The total acres or wells, as the case may be, in which
a working interest is owned.

MBBL Thousand barrels of crude oil, condensate or natural
gas liquids.

MCF Thousand cubic feet of natural gas.

MMCF/D Million cubic feet of natural gas per day.

MMCFE Million cubic feet of natural gas equivalent using the
ratio of one barrel of crude oil, condensate or
natural gas liquids to 6 Mcf of natural gas.

MMCFE/D Mmcfe per day.

PROVED DEVELOPED RESERVES Reserves that can be expected to be recovered through
existing wells with existing equipment and operating
methods.

PROVED RESERVES The estimated quantities of crude oil, natural gas and
natural gas liquids which geological and engineering
data demonstrate, with reasonable certainty, to be
recoverable in future years from known reservoirs
under existing economic and operating conditions.

PROVED UNDEVELOPED
RESERVES Reserves that are expected to be recovered from new
wells on undrilled acreage or from existing wells
where a relatively major expenditure is required.

PV-10 OR PRESENT VALUE When used with respect to oil and natural gas
reserves, PV-10 value or present value means the
estimated future gross revenue to be generated from
the production of proved reserves, net estimated
production and future development costs, using prices
and costs in effect at the determination date, before
income taxes, and without giving effect to
non-property-related expenses, discounted to the
present value using an annual discount rate of 10% in
accordance with the guidelines of the SEC.

RESERVE LIFE Estimated proved reserves at year end divided by the
total production during the year.

S-20

PROSPECTUS

(MERIDIAN RESOURCE CORP. LOGO)

$350,000,000

DEBT SECURITIES, PREFERRED STOCK AND COMMON STOCK

---------------------

SUBSIDIARY GUARANTORS
(AS DEFINED HEREIN)

GUARANTEES OF DEBT SECURITIES

This prospectus relates to the following securities of The Meridian
Resource Corporation (the "Securities"):

- debt securities, which may be senior or subordinated debt securities (the
Subsidiary Guarantors may from time to time fully and unconditionally
guarantee the debt securities);

- preferred stock; and

- common stock.

We will provide the specific terms of the Securities in supplements to this
prospectus. This prospectus may not be used to sell Securities unless it is
accompanied by a prospectus supplement.

Our common stock is listed on the New York Stock Exchange (the "NYSE")
under the trading symbol "TMR". Any common stock sold pursuant to a prospectus
supplement will be listed on that exchange, subject to official notice of
issuance. On July 2, 2004 the last reported sales price for our common stock was
$7.02 per share.

Our address is 1401 Enclave Parkway, Suite 300, Houston, Texas, 77077, and
our telephone number is (281)597-7000.

YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE HEADING
"RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS AND UNDER THE SAME HEADING
IN THE APPLICABLE PROSPECTUS SUPPLEMENT BEFORE INVESTING IN THE SECURITIES.

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

July 7, 2004

TABLE OF CONTENTS

PAGE
----

ABOUT THIS PROSPECTUS....................................... i
ABOUT THE MERIDIAN RESOURCE CORPORATION..................... 1
THE SUBSIDIARY GUARANTORS................................... 1
RISK FACTORS................................................ 2
FORWARD-LOOKING STATEMENTS.................................. 7
USE OF PROCEEDS............................................. 8
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES PLUS PREFERRED STOCK DIVIDEND
REQUIREMENTS.............................................. 8
DESCRIPTION OF DEBT SECURITIES.............................. 9
DESCRIPTION OF COMMON AND PREFERRED STOCK OF MERIDIAN....... 17
PLAN OF DISTRIBUTION........................................ 20
LEGAL MATTERS............................................... 21
EXPERTS..................................................... 21
RESERVE ENGINEERS........................................... 21
WHERE YOU CAN FIND MORE INFORMATION......................... 22
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 22

---------------------

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, we may offer any combination of the
Securities described in this prospectus in one or more offerings with a total
initial offering price of up to $350,000,000 as we may designate in prospectus
supplements. We will offer the Securities described in this prospectus in one or
more offerings with an aggregate offering price of up to $350,000,000.

This prospectus provides you with a general description of the debt
securities, preferred stock and common stock that we may offer. When we use this
prospectus to offer Securities, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may add, update or change the information contained in
this prospectus.

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

Please carefully read this prospectus and the prospectus supplement
together with the additional information described under the heading "Where You
Can Find More Information".
i

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. As of
December 31, 2003, we had proved reserves of approximately 146 Bcfe with a
present value of future net cash flows before income taxes of approximately $507
million. Approximately 68% of our proved reserves were natural gas and
approximately 77% were classified as proved developed.

We believe we are among the leaders in the use of 3-D seismic technology by
independent oil and natural gas companies. We also believe we have a competitive
advantage in the areas where we operate because of our large inventory of lease
acreage, seismic data coverage and experienced geotechnical, land and
operational staff.

Historically, our experienced technical team has internally generated the
majority of our exploration projects. In addition, we generally serve as the
operator through all phases of drilling, completing and producing our
exploration and development projects. During the course of the prior eleven
years, we have generated and participated in the discovery of approximately 800
Bcfe of new reserves. Recently, we have developed several shallower, low-risk
exploration projects that we believe provide us with a higher level of
confidence for success as well as better control of risks and costs than the
deep exploration plays we have traditionally developed and drilled. Examples of
this strategy include our Thornwell and Biloxi Marshlands fields. While this
strategy has proven to be successful and will be the focus of our efforts to
develop new oil and gas reserves in our producing region, it does not replace
entirely our continued efforts to explore for deep reserves where the
probability of success and the level of costs justify the risks associated with
such opportunities.

As of December 31, 2003, we had interests in leases and options to lease
acreage in approximately 280,000 gross acres in Louisiana, Texas and the Gulf of
Mexico. We also had rights or access to approximately 7,800 square miles of 3-D
seismic data, which we believe to be one of the largest positions held by a
company of our size operating in our core areas of operation.

The Meridian Resource Corporation was incorporated in Texas in 1990, with
headquarters located at 1401 Enclave Parkway, Suite 300, Houston, Texas 77077.

THE SUBSIDIARY GUARANTORS

The Subsidiary Guarantors are The Meridian Resource & Exploration LLC, The
Meridian Resource Corporation (Delaware), Louisiana Onshore Properties LLC and
Cairn Energy USA, Inc. Each or all Subsidiary Guarantors may jointly and
severally guarantee our payment obligations under any series of debt securities
offered by this prospectus, as set forth in a related prospectus supplement.

RISK FACTORS

In addition to the information contained in this prospectus, in the
prospectus supplements, 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
below entitled "Forward-Looking Statements" for further discussion of these
matters.

RISKS RELATED TO OUR DEBT

OUR HIGH LEVEL OF INDEBTEDNESS MAY ADVERSELY AFFECT OPERATIONS AND LIMIT OUR
GROWTH.

As of March 31, 2004, we had long-term indebtedness of approximately $127.0
million (including approximately $10.0 million of current maturities of
long-term indebtedness) compared to approximately $216.1 million of
stockholders' equity, and we had a working capital deficit of approximately
$14.1 million (including approximately $10.0 million of current maturities of
long-term indebtedness). 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. Such refinancing
or additional financing may not 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.
Our business may not continue to generate cash flows at or above current levels.

BORROWING LIMITS UNDER OUR CREDIT FACILITY ARE SUBJECT TO REDETERMINATION.

As of May 31, 2004, we have outstanding indebtedness of $117.0 million
under our revolving credit facility, which is only $10.5 million less than the
current limit to our borrowings under that facility. The borrowing base under
that facility is subject to quarterly redeterminations by our lenders. 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. In
the event our then-redetermined borrowing base is less than our outstanding
borrowings under the facility, we will be required to repay the deficit over a
90-day period. If we are required to repay debt under our credit facility as a
result of a downward borrowing base redetermination, we may not be able to
obtain alternate borrowing sources at commercially reasonable rates.

OUR LENDERS IMPOSE RESTRICTIONS ON US THAT LIMIT OUR ABILITY TO CONDUCT
BUSINESS AND COULD ADVERSELY AFFECT OPERATIONS.

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 may not 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, the terms of that financing may not 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, cash flow and the carrying value of our oil and gas
properties 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 reserve estimates must be reviewed by our reserve engineers, T.J. Smith
& Company, Inc. The accuracy of our 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,
AND OUR FAILURE IN THE LONG-TERM TO COMPLETE FUTURE ACQUISITIONS SUCCESSFULLY
COULD REDUCE OUR EARNINGS AND CAUSE REVENUES TO DECLINE.

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:

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

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

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

- from blowouts, cratering or explosions.

Environmental discharges may move through the soil to water supplies or
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 2004 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:

- cash provided by operating activities;

- available cash and cash investments;

- capital raised through debt and equity offerings; and

- funds received under our bank line of credit.

Although we believe the funds provided by these sources will be sufficient
to meet our 2004 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 and acquisition activities. As a result, our production and revenues
would decrease over time and may not be sufficient to satisfy our projected
capital expenditures. We may not 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, future
efforts may not 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:

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

- initiate exploration or development projects on a slower schedule than we
prefer; or

- 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
6

exploration prospects that complement or expand our prospect inventory. We may
not be able to identify attractive acquisition or prospect opportunities. Even
if we do identify attractive opportunities, we may not 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 may not 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 and our filings with the Securities
and Exchange Commission incorporated herein for additional risk factors that may
be applicable to a particular class or issuance of Securities or to us in the
future.

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:

- our future operating results,

- our repayment of debt,

- our future capital expenditures,

- our expansion and growth of operations, and

- 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:

- general economic and business conditions,

- exposure to market risks in our financial instruments,

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

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

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

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

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

- regulatory uncertainties and potential environmental liabilities,

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

- additional matters discussed under "Risk Factors".

USE OF PROCEEDS

Unless we set forth other uses of proceeds in a prospectus supplement, we
will use the net proceeds of the sale of Securities by us described in this
prospectus and in any prospectus supplement for retirement of existing debt,
repurchase of common or preferred stock, future acquisitions and other general
corporate purposes.

The exact amounts to be used and when the net proceeds will be applied to
corporate purposes will depend on a number of factors, including our funding
requirements and the availability of alternative funding sources. We will
disclose in a prospectus supplement any future proposal to use net proceeds from
an offering of our Securities to finance a specific purpose, if applicable.

RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED
CHARGES PLUS PREFERRED STOCK DIVIDEND REQUIREMENTS

We have computed the following ratios for each of the following periods on
a consolidated basis. You should read the ratios in conjunction with our
consolidated financial statements (including the notes thereto) incorporated by
reference to our most recent Annual Report on Form 10-K and Quarterly Report on
Form 10-Q as filed with the SEC.

THREE MONTHS
ENDING
FISCAL YEAR MARCH 31, 2004
------------------------------------ --------------
1999 2000 2001 2002 2003
----- ----- ----- ---- -----

Ratio of earnings to fixed charges......... 1.72x 4.08x 2.74x * 2.56x 5.39x
Ratio of earnings to combined fixed charges
plus preferred stock dividend
requirements............................. 1.21x 3.21x 2.67x * 1.33x 3.14x

---------------

* For the year ended December 31, 2002, fixed charges exceeded earnings by
approximately $69.7 million, and combined fixed changes plus preferred stock
dividend requirements exceeded earnings by approximately $78.2 million.

For purposes of computing these ratios, "earnings" consist of pretax income
from continuing operations plus fixed charges (excluding capitalized interest).
"Fixed charges" represent interest incurred (whether expensed or capitalized)
and financing costs, amortization of debt expense and that portion of rental
expense on operating leases deemed to be the equivalent of interest. "Preferred
stock dividend requirements" represent the amount of pretax earnings required to
pay dividends on preferred stock.

DESCRIPTION OF DEBT SECURITIES

We will issue our debt securities under a senior indenture or a
subordinated indenture among us, as issuer, any of our subsidiaries, as
subsidiary guarantors, and a trustee to be named in the applicable prospectus
supplement. The debt securities will be governed by the provisions of the
indenture and those made part of the indenture by reference to the Trust
Indenture Act of 1939, as amended (the "TIA"). We, the subsidiary guarantors and
the trustee may enter into supplements to the indenture from time to time. If we
decide to issue subordinated debt securities, we will issue them under a
separate indenture containing subordination provisions.

This description is a summary of the material provisions of the debt
securities and the indentures. The form of senior debt securities indenture and
form of subordinated debt securities indenture are filed with the SEC as
exhibits to the registration statement of which this prospectus forms a part. In
connection with an offering of our debt securities, we will file the definitive
indenture and, if applicable, a supplemental indenture relating to each series
of debt securities as an exhibit to the registration statement of which this
prospectus forms a part (or as an exhibit to a Current Report on Form 8-K or
other SEC filing) before we sell those debt securities. No indenture will be
restated in its entirety in a prospectus supplement. We urge you to read that
indenture and, if applicable, indenture supplement, because they, and not this
description, will control the rights of holders of the applicable debt
securities. References in this prospectus to an "indenture" refer to the
particular indenture under which we issue a series of debt securities.

In this section, the words "Company", "our", "we" and "us" refer only to
The Meridian Resource Corporation, the issuer of the debt securities, and not
our subsidiaries. Capitalized terms used in but not defined in this "Description
of Debt Securities" will have the meanings specified in the applicable
indenture, and any related supplemental indenture, and in an applicable
prospectus supplement.

GENERAL

The debt securities will be:

- senior debt securities; or

- subordinated debt securities.

Any series of debt securities that we issue:

- will be our general obligations;

- will be general obligations of our subsidiaries that execute subsidiary
guarantees; and

- may be subordinated to our Senior Indebtedness.

The indentures do not limit the total amount of debt securities that we may
issue. We may issue debt securities under an indenture from time to time in
separate series, up to the aggregate amount authorized for each such series.

We will prepare a prospectus supplement and either a supplemental indenture
or resolution of our board of directors and accompanying officers' certificate
relating to any series of debt securities that we offer, which will include
specific terms relating to some or all of the following:

- the form and title of the debt securities and whether the debt securities
are senior debt securities or subordinated debt securities;

- the aggregate principal amount of the debt securities being issued and
any limit on the aggregate principal amount that may be issued
thereafter;

- the date or dates on or during which the debt securities may be issued;

- the date or dates on which the principal of and premium, if any, on the
debt securities will be payable;

- the rate or rates (fixed or variable) at which the debt securities shall
bear interest, if any, and the date or dates from which the interest will
accrue;

- the dates on which interest, if any, will be payable and the record dates
for the interest payment dates;

- the place or places where the principal of and premium, if any, and
interest, if any, on the debt securities of the series will be payable;

- the period or periods, if any, within which, the price or prices at
which, and the terms and conditions upon which, we may have the option to
redeem the debt securities;

- any optional or mandatory redemption or repurchase or any sinking fund or
analogous provisions;

- whether the debt securities will be defeasible;

- if other than denominations of $1,000 and integral multiples thereof, the
denominations in which the debt securities of the series will be
issuable;

- if other than the principal amount thereof, the portion of the principal
amount of the debt securities which will be payable upon declaration of
the acceleration of the maturity thereof in accordance with the
provisions of the applicable indenture;

- whether payment of the principal of and premium, if any, and interest, if
any, on the debt securities will be without deduction for taxes,
assessments, or governmental charges paid by the holders;

- the currency or currencies, or currency unit or currency units, in which
the principal of and premium, if any, and interest, if any, on the debt
securities will be denominated, payable, redeemable or purchasable, as
the case may be;

- any changes to or additional Events of Default, covenants or
subordination provisions;

- whether the debt securities will be convertible or exchangeable and, if
so, upon what terms, and other provisions regarding the convertability or
exchangeability of the debt securities;

- whether the debt securities of the series will be issued as a global
certificate or certificates and, in that case, the identity of the
depositary for that series;

- whether the debt securities of such series will be entitled to the
benefit of any subsidiary guarantee provided in the indenture and, if so,
changes, additions or other modifications to those provisions and which
of our subsidiaries will guarantee those debt securities; and

- any other terms of the debt securities.

Unless otherwise indicated in any applicable prospectus supplement, the
debt securities of any series will be issued only in fully registered form in
denominations of $1,000 or any integral multiple thereof. The debt securities of
a series may be issuable in the form of one or more global certificates, which
will be denominated in an amount equal to all or a portion of the aggregate
principal amount of those debt securities. See "-- Global Debt Securities".

Each indenture will provide that the debt securities may be issued in one
or more series, in each case as established from time to time in, or pursuant to
authority granted by, a resolution of our board of directors or as established
in one or more indentures supplemental to such indenture. To the extent
specified in an applicable prospectus supplement, all debt securities of any one
series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the holders of the debt
securities of that series, for issuances of additional debt securities of that
series.

Subject to the terms of the applicable indenture and the limitations
applicable to global debt securities, debt securities may be transferred or
exchanged at the corporate trust office of the applicable trustee or at any
other office or agency we maintain for that purpose, without the payment of any
service charge except for any tax or governmental charge.

GLOBAL DEBT SECURITIES

The debt securities of any series may be issued, in whole or in part, in
the form of one or more global certificates that will be deposited with the
depositary identified in the applicable prospectus supplement.

No global debt security may be exchanged in whole or in part for the debt
securities registered in the name of any person other than the depositary for
that global debt security or any nominee of that depositary unless:

- the depositary is unwilling or unable to continue as depositary;

- we, at any time and in our sole discretion, determine that the debt
securities issued in the form of one more global certificates shall no
longer be represented by such global certificate or certificates;

- an Event of Default has occurred and is continuing; or

- as otherwise provided in the applicable prospectus supplement.

Unless otherwise stated in any applicable prospectus supplement, The
Depository Trust Company ("DTC") will act as depositary. Beneficial interests in
global certificates will be shown on, and transfers of global certificates will
be affected only through, records maintained by DTC and its participants.

PAYMENT

Unless otherwise indicated in the applicable prospectus supplement, payment
of interest on a debt security on any interest payment date will be made to the
person in whose name that debt security is registered at the close of business
on the regular record date for that interest payment.

Unless otherwise indicated in the applicable prospectus supplement,
principal of, and interest and any premium on, our debt securities will be paid
at designated places. However, at our option, payment may be made by check
mailed to the persons in whose names our debt securities are registered on days
specified in the applicable indenture or any prospectus supplement.

ORIGINAL ISSUE DISCOUNT

One or more series of debt securities offered by this prospectus may be
sold at a substantial discount below their stated principal amount, bearing no
interest or interest at a rate that at the time of issuance is below market
rates. The federal income tax consequences and special considerations applicable
to any series of debt securities generally will be described in the applicable
prospectus supplement.

SUBSIDIARY GUARANTEES

Our payment obligations under any series of the debt securities may be
jointly and severally guaranteed by certain of our subsidiaries. If a series of
debt securities are so guaranteed by any of our subsidiaries, such subsidiaries
will execute a notation of guarantee as further evidence of their guarantee.
Each indenture provides the terms of any guarantee by our subsidiaries, and the
applicable prospectus supplement will describe any changes, additions or
modifications to those terms and will identify our subsidiaries that will
guarantee those debt securities.

The obligations of each subsidiary under its subsidiary guarantee will be
limited to the maximum amount that will not result in such guarantee obligations
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law, after giving effect to all other contingent and fixed liabilities of
that subsidiary and any collections from or payments made by or on behalf of any
other subsidiary guarantor in respect to its obligations under its subsidiary
guarantee.

Each indenture will provide for the release of a subsidiary from a
subsidiary guarantee and may restrict the consolidation or merger with or into a
subsidiary guarantor, as set forth in a related prospectus supplement and the
applicable indenture, and applicable related supplemental indenture.

If a series of debt securities is guaranteed by our subsidiaries and is
designated as subordinate to our Senior Indebtedness, then the guarantee by such
subsidiaries will be subordinated to the Senior Indebtedness of such
subsidiaries to substantially the same effect as the series is subordinated to
our Senior Indebtedness. See "-- Subordination".

MERGER OR CONSOLIDATION

Each indenture provides that we may not consolidate with or merge with or
into or wind up into, whether or not we are the surviving corporation, or sell,
assign, convey, transfer or lease our properties and assets substantially as an
entirety to any person, unless:

- the corporation formed by the consolidation or into which we are merged
or the person that acquires by conveyance or transfer, or that leases our
properties and assets substantially as an entirety (the "successor
corporation") is a corporation organized and existing under the laws of
the United States or any State or territory thereof or the District of
Columbia and expressly assumes by a supplemental indenture the due and
punctual payment of the principal of, and premium, if any, and interest
on, all our debt securities issued under the applicable indenture, and
related supplemental indenture, and the performance of every covenant in
the applicable indenture, and related supplemental indenture, on our part
to be performed or observed;

- immediately after giving effect to such transaction, no Event of Default
under the applicable indenture, and related supplemental indenture, and
no event that, after notice or lapse of time, or both, would become an
Event of Default, has happened and is continuing; and

- any other conditions as may be specified in the applicable prospectus
supplement are satisfied.

COVENANTS

The additional covenants, if any, applicable to us and our subsidiaries and
relating to any series of debt securities will be described in the prospectus
supplement relating to that series. If any of these covenants is described, the
prospectus supplement also will state whether the "covenant defeasance"
provisions described below also apply.

EVENTS OF DEFAULT

Unless otherwise specified in a supplemental indenture (see
"-- Modification and Waiver") or otherwise specified in the applicable
prospectus supplement, each of the following events will be an Event of Default
under an indenture with respect to a series of debt securities:

- failure to pay any interest on any debt security of the series when due,
continued for 30 days;

- failure to pay principal of (or premium, if any, on) any debt security of
the series when due;

- failure to perform or comply with any covenant contained in the debt
securities of the series or in the applicable indenture or related
supplemental indenture, continued for 60 days after written notice as
provided in the indenture (other than a default otherwise specifically
dealt with in the applicable indenture or in any supplemental indenture);

- failure to deposit a sinking fund or any other such analogous required
payment, if any, when and as due by the terms of a debt security of the
series;

- if the debt security is guaranteed by any one of our subsidiaries, except
as permitted by the applicable indenture or related supplemental
indenture, any subsidiary guarantee shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason
to be in full force and effect or any guarantor, or any person acting on
behalf of any guarantor, shall deny or disaffirm its obligations under
its subsidiary guarantee (other than by reason of the termination of the
indenture or the release of any subsidiary guarantee in accordance with
the indenture);

- certain events in bankruptcy, insolvency or reorganization affecting us;
and
12

- any other event indicated as an Event of Default in any applicable
supplemental indenture and prospectus supplement relating to the debt
securities of that series.

If an Event of Default with respect to debt securities of any series occurs
and is continuing, then the applicable trustee or the holders of at least 25% in
aggregate principal amount of the outstanding debt securities of that series may
accelerate the maturity of all debt securities of that series; provided,
however, that after such acceleration, but before a judgment or decree has been
issued based on acceleration, the holders of a majority in aggregate principal
amount of outstanding debt securities of that series may, under certain
circumstances, rescind and annul such acceleration if all Events of Default,
other than the nonpayment of accelerated principal, have been cured or waived as
provided in the applicable indenture.

A default under the third bullet point above will not constitute an Event
of Default until the applicable trustee or the holders of 25% in principal
amount of the outstanding debt securities of that series notify us of the
default and such default is not cured or waived within 60 days after receipt of
notice. The holders of a majority in principal amount of the outstanding debt
securities of a series may waive all past due defaults with respect to such
series, except with respect to nonpayment of principal, premium or interest or
sinking fund installment or analogous obligation with respect to the debt
securities of such series or in respect to a covenant or provision which
pursuant to the terms of an indenture cannot be modified or amended without the
consent of the holders of each outstanding debt security or such series
affected.

No holder of any debt security will have any right to institute any
proceeding with respect to the applicable indenture or for any remedy
thereunder, unless that holder shall have previously given to the trustee
thereunder written notice of a continuing Event of Default and unless the
holders of at least 25% in aggregate principal amount of the outstanding debt
securities of such series shall have made written request, and offered
reasonable indemnity, to the trustee to institute such proceeding as trustee,
and the trustee shall not have received from the holders of a majority in
aggregate principal amount of the outstanding debt securities of such series a
direction inconsistent with such request and the trustee shall have failed to
institute such proceeding within 60 days. However, that limitation does not
apply to a suit instituted by a holder of a debt security for enforcement of
payment of the principal of (and premium, if any) or interest, if any, on such
debt security on or after the respective due dates expressed in such debt
security.

Subject to provisions in each indenture relating to its duties in case an
Event of Default shall have occurred and be continuing, no trustee will be under
an obligation to exercise any of its rights or powers under that indenture at
the request or direction of any holders of debt securities then outstanding
under that indenture, unless the holders shall have offered to the applicable
trustee reasonable indemnity. Subject to the provisions in each indenture for
the indemnification of the applicable trustee, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the applicable trustee or exercising any trust or
power conferred on the trustee.

Each indenture provides that the applicable trustee may withhold notice to
the holders of a series of debt securities of any default, except payment
defaults on those debt securities, if it considers such withholding to be in the
interest of the holders of that series of debt securities.

We will be required to furnish to each trustee annually a certificate as to
our performance of certain of our obligations under the applicable indenture and
as to any default in performance.

DISCHARGE, LEGAL DEFEASANCE AND COVENANT DEFEASANCE

The applicable indenture with respect to the debt securities of any series
may be discharged, subject to the terms and conditions as specified in the
applicable prospectus supplement when either:

- all debt securities, with the exceptions provided for in the indenture,
of that series have been delivered to the applicable trustee for
cancellation;

- all debt securities of that series not theretofore delivered to the
applicable trustee for cancellation:

- have become due and payable;

- will become due and payable at their stated maturity within one year; or

- are to be called for redemption within one year; or

- certain events or conditions occur as specified in the applicable
prospectus supplement.

If provision is made for the defeasance of debt securities of a series, and
if the debt securities of that series are registered securities and denominated
and payable only in U.S. dollars, then the provisions of each indenture relating
to defeasance will be applicable except as otherwise specified in the applicable
prospectus supplement for debt securities of that series. Defeasance provisions,
if any, for debt securities denominated in a foreign currency or currencies may
be specified in the applicable prospectus supplement.

At our option, either:

- we will be deemed to have been discharged from our obligations with
respect to debt securities of any series, i.e. the "legal defeasance
option"; or

- we will cease to be under any obligation to comply with certain
provisions of the applicable indenture with respect to certain covenants,
if any, specified in the applicable prospectus supplement with respect to
debt securities of any series, i.e. the "covenant defeasance option",

at any time after the conditions set forth in the applicable prospectus
supplement have been satisfied.

In addition, each series of debt securities may provide additional or
different terms or conditions for the discharge or defeasance of some or all of
our obligations as may be specified in the applicable prospectus supplement.

SUBORDINATION

Debt securities of a series may be subordinated to our "Senior
Indebtedness", which we define generally as money borrowed, including
guarantees, by us or, if applicable to any series of outstanding debt
securities, by the subsidiary guarantors, that are not expressly subordinate or
junior in right of payment to any of our or any subsidiary guarantor's other
indebtedness. However, Senior Indebtedness will not include certain of our or
any subsidiary guarantor's indebtedness for money borrowed or owing to a
subsidiary guarantor or indebtedness any subsidiary guarantor owes to us.
Additionally, with respect to each indenture, Senior Indebtedness will not
include the debt securities issued under that indenture. Subordinated debt
securities will be subordinate in right of payment, to the extent and in the
manner set forth in the indenture, and related supplemental indenture, and the
prospectus supplement relating to such series, to the prior payment of all of
our indebtedness and that of any subsidiary guarantor that is designated as
"Senior Indebtedness" with respect to the series.

Upon any distribution to our creditors in a liquidation, dissolution or
reorganization of us, the payment of the principal of and premium, if any, and
interest on the subordinated debt securities will be subordinated to the extent
provided in the Subordinated Indenture in right of payment to the prior payment
in full of all Senior Indebtedness. Unless otherwise indicated in a prospectus
supplement, if, notwithstanding the foregoing, any payment by us described in
the previous sentence is received by the trustee under the Subordinated
Indenture or the holders of any of the debt securities issued under the
Subordinated Indenture before all Senior Indebtedness is paid in full, that
payment or distribution will be paid over to the holders of Senior Indebtedness
or on their behalf for application to the payment of all Senior Indebtedness
remaining unpaid until all Senior Indebtedness has been paid in full, after
giving effect to any concurrent payment or distribution to the holders of Senior
Indebtedness. After all Senior Indebtedness is paid in full and until the
subordinated debt securities are paid in full, the applicable holders of the
subordinated debt securities will be subrogated to the rights of holders of
Senior Indebtedness to the extent that distributions otherwise payable to
holders of the subordinated debt securities have been applied to the payment of
Senior Indebtedness. By reason of subordination, if a
14

distribution of assets upon insolvency occurs, certain of our general creditors
will recover more, ratably, than holders of the subordinated debt securities.
Except as provided in a prospectus supplement, no payment of principal and
premium, if any, or interest may be made on subordinated debt securities unless
full payment of amounts then due for principal, premium, if any, sinking funds
and interest on Senior Indebtedness has been made or duly provided for. However,
in each of the preceding circumstances, our obligation to make payment of the
principal of and premium, if any, and interest on the subordinated debt
securities will not otherwise be affected. In addition, the prospectus
supplement for each series of subordinated debt securities may provide that
payments on account of principal, premium, if any, or interest in respect of
such debt securities may be delayed or not paid under the circumstances and for
the periods specified in that prospectus supplement.

MODIFICATION AND WAIVER

Without prior notice to or consent of any holders, we and the applicable
trustee, at any time and from time to time, may modify the applicable indenture
for any of the following purposes:

- to evidence the succession of another corporation to our rights and the
assumption by that successor of our covenants and obligations under the
applicable indenture and under our debt securities issued thereunder in
accordance with the terms of the applicable indenture;

- to add to our covenants for the benefit of the holders of all or any
series of our debt securities and, if those covenants are to be for the
benefit of less than all series, that those covenants are expressly being
included solely for the benefit of that series, or to surrender any of
our rights or powers under the applicable indenture;

- to add any additional Events of Default, and if those Events of Default
are to be applicable to less than all series, stating that those Events
of Default are expressly being included solely to be applicable to that
series;

- to change or eliminate any of the provisions of the applicable indenture,
provided that any such change or elimination will become effective only
when there is no outstanding debt security issued thereunder of any
series created prior to such modification that is entitled to the benefit
of such provision and as to which such modification would apply;

- to secure the debt securities issued thereunder or to provide that any of
our obligations under the debt securities or the applicable indenture
shall be guaranteed and the terms and conditions for the release or
substitution of the security on guarantee;

- to supplement any of the provisions of the applicable indenture to the
extent necessary to permit or facilitate the defeasance and discharge of
any series of debt securities, provided that any such action will not
adversely affect the interests of the holders of debt securities of that
series or any other series of debt securities issued under the applicable
indenture in any material respect;

- to establish the form or terms of debt securities as permitted by the
applicable indenture;

- to evidence and provide for the acceptance of appointment thereunder by a
successor trustee with respect to one or more series of debt securities
and to add to or change any of the provisions of the applicable indenture
as is necessary to provide for or facilitate the administration of the
trusts thereunder by more than one trustee;

- to cure any ambiguity, to correct or supplement any provision in the
applicable indenture that may be defective or inconsistent with any other
provision therein, to eliminate any conflict between the terms of the
applicable indenture and the debt securities issued thereunder and the
TIA or to make any other provisions with respect to matters or questions
arising under the applicable indenture that will not be inconsistent with
any provision of the applicable indenture; provided those other
provisions do not adversely affect the interests of the holders of our
outstanding debt securities of any series created thereunder prior to
such modification in any material respect; or

- regarding the Subordinated Indenture only, to make any changes to
terminate or limit the subordination benefits available to any holder of
Senior Indebtedness.

We and the applicable trustee will be permitted to make modifications and
amendments of an indenture with the consent of the holders of a majority in
aggregate principal amount of each series of outstanding debt securities issued
under that indenture which are affected by modification or amendment; provided,
however, that no modification or amendment may, without the consent of the
holder of each debt security of each series affected:

- change the stated maturity of the principal of, or any installment of
interest on, any debt security;

- reduce the principal amount, or interest on, any debt security or the
premium payable upon redemption thereof;

- change the currency or currencies of payment of principal of (or premium,
if any, on), or interest on, any debt security;

- reduce the amount of the principal of a debt security that is issued with
original issue discount which would be due and payable upon acceleration
of the maturity of such debt security;

- reduce the amount, or postpone the date fixed for, any payment under any
sinking fund or analogous provision for a debt security;

- impair the right to institute suit for the enforcement of any payment on
or after the stated maturity date or redemption date, as applicable, with
respect to any debt security;

- adversely affect the right to convert any debt security into shares of
our common stock as may be provided in any prospectus supplement and
related supplemental indenture;

- reduce the above-stated percentage of outstanding debt securities of any
series necessary to modify or amend the applicable indenture;

- reduce the percentage of aggregate principal amount of outstanding debt
securities of any series necessary for waiver of compliance with certain
provisions of the applicable indenture or for waiver of certain defaults
and their consequences;

- modify any provisions of the indenture relating to the modification and
amendment provisions of the applicable indenture which cannot be modified
or amended without the consent of each holder of an affected debt
security or the waiver of past defaults, except modifications and
amendments to the applicable indenture that make such provisions more
restrictive; or

- regarding the Subordinated Indenture only, modify any provisions relating
to debt securities in a manner adverse to its holders.

The holders of a majority in principal amount of the outstanding debt
securities of a series may waive our compliance with certain restrictive
provisions of the applicable indenture. The holders of a majority in principal
amount of the outstanding debt securities of a series may waive any past default
under the applicable indenture with respect to such series, except with respect
to the nonpayment of principal, premium or interest, or sinking fund installment
or analogous obligation with respect to the debt securities of such series.

In no event may any modification make any change that adversely affects the
subordination rights of any holder of outstanding Senior Indebtedness unless
that holder, or its authorized representative, consents to the modification.

A modification that changes or eliminates any covenant or other provision
of the applicable indenture with respect to one or more particular series of
debt securities, or that modifies the rights of the holders of debt securities
of that series with respect to that covenant or other provision, will be deemed
not to affect the rights under the applicable indenture of the holders of debt
securities of any other series.

THE TRUSTEE

The indentures will provide that, except during the continuance of an Event
of Default, the applicable trustee will perform only those duties specifically
set forth in the applicable indenture. During the existence of an Event of
Default, the trustee will exercise those rights and powers vested in it under
the indenture and use the same degree of care and skill in its exercise as a
prudent person would exercise under the circumstances in the conduct of that
person's own affairs.

The indentures and the provisions of the TIA incorporated by reference in
the indentures will limit the rights of each of the trustees, if it becomes our
creditor, to obtain payment of claims in certain cases or to realize on certain
property received by it in respect of any claim as security or otherwise. Each
of the trustees is permitted to engage in other transactions with us or any
affiliate; provided, however, that if a trustee acquires any conflicting
interest (as defined in the applicable indenture or in the TIA), it must
eliminate any conflict or resign.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR STOCKHOLDERS

None of our directors, officers, members, managers, employees or
stockholders, or directors, officers, members, managers, employees or
stockholders of our affiliates, shall have any personal liability in respect of
our obligations under any of the indentures or the debt securities by reason of
his, her or its status as a director, officer, member, manager, employee, or
stockholder.

APPLICABLE LAW

The indentures and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.

DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK OF MERIDIAN

Our articles of incorporation authorize the issuance of 200,000,000 shares
of common stock at $0.01 par value and 25,000,000 shares of preferred stock at
$1.00 par value. As of May 14, 2004 there were 68,638,208 shares of common stock
outstanding held by approximately 835 holders of record and 485,563 shares of
Series C Redeemable Convertible Preferred Stock outstanding held by 26 holders
of record. Because the following description of our capital stock is a summary,
it does not contain all the information that may be important to you. You should
read the following documents for more complete information:

- our third amended and restated articles of incorporation,

- our amended and restated bylaws, and

- the certificate of designation for the Series C Redeemable Convertible
Preferred Stock, dated March 31, 2002.

COMMON STOCK

All shares of our common stock shall rank equally and be identical within
their classes in all respects regardless of series, except as to the terms that
may be specified by our board of directors. All shares of any one series of a
class of common stock shall be of equal rank and identical in all respects,
except that shares of any one series issued at different times may differ as to
the dates on which dividends shall accrue and be cumulative. Shares of common
stock of any one class or series may be issued with either full or limited
voting powers or with no voting powers. Any rights, designations, preferences,
or limitations on common stock shall be clearly stated in the resolution adopted
by our board of directors providing for the issuance of such stock and may be
made dependent upon facts ascertainable outside such resolution.

Except as required by law or provided in any resolution adopted by our
board of directors designating any series of our preferred stock, the holders of
common stock:

- will possess the exclusive voting power of Meridian,

- are entitled to one vote for each share held of record on all matters
submitted to a vote of shareholders,

- are entitled to receive any dividends as may be declared by our board of
directors in its sole discretion out of legally available funds, and

- in the event of our liquidation, dissolution or winding up, are entitled
to share ratably in all assets remaining after payment of liabilities and
after the liquidation preference of any outstanding preferred stock.

Holders of common stock have no preemptive rights, no rights to convert
their common stock into any other securities and no cumulative voting rights at
any election of directors. Each holder of common stock is entitled to vote in
person or by proxy the number of shares owned by him in the election of each
director for whose election he has a right to vote. No redemption or sinking
fund provisions apply to the common stock. All of the outstanding shares of
common stock are, and any shares offered hereby will be, fully paid and
nonassessable. The registrar and transfer agent of our common stock is American
Stock Transfer & Trust Co.

PREFERRED STOCK

Our articles of incorporation authorize our board of directors to issue
shares of preferred stock in one or more series. For each series of preferred
stock, our board of directors shall designate the number of shares of the
series, the applicable voting powers of the series, and any rights,
designations, preferences, or limitations on the series. Shares of preferred
stock of any one class or series may be issued with either full or limited
voting powers or with no voting powers.

All of the shares of our preferred stock shall rank equally and be
identical within their classes in all respects regardless of series, except as
to the terms that may be specified by our board of directors. All shares of any
one series of a class of preferred stock shall be of equal rank and identical in
all respects, except that shares of any one series issued at different times may
differ as to the dates on which dividends shall accrue and be cumulative.
Holders of preferred stock have no preemptive rights and no cumulative voting
rights at any election of directors.

You should refer to the certificate of designation for the Series C
Redeemable Convertible Preferred Stock, dated March 31, 2002 which sets forth
the terms of the shares of Series C Redeemable Convertible Preferred Stock
outstanding as of the date of this prospectus.

CERTAIN ANTI-TAKEOVER CONSIDERATIONS; CHANGE OF CONTROL

GENERAL

Our third amended and restated articles of incorporation, amended and
restated bylaws, shareholder rights plan and the Texas Business Corporation Act
contain provisions that may have the effect of impeding the acquisition of
control of our company by means of a tender offer, a proxy fight, open market
purchases or otherwise in a transaction not approved by our board of directors.
These provisions are designed to reduce, or have the effect of reducing, our
vulnerability to an unsolicited proposal for the restructuring or sale of all or
substantially all of our assets or an unsolicited takeover attempt that is
unfair to our shareholders.

TEXAS BUSINESS COMBINATION LAW

We are governed by the provisions of the Texas Business Corporation Act
(the "TBCA"). The TBCA imposes a special voting requirement for the approval of
specific business combinations and related
18

party transactions between public corporations and affiliated shareholders
unless the board of directors of the corporation approves the transaction or the
acquisition of shares by the affiliated shareholder prior to the affiliate
shareholder becoming an affiliated shareholder. The TBCA prohibits specific
mergers, sales of assets, reclassifications and other transactions between
shareholders beneficially owning 20% or more of the outstanding stock of a Texas
public corporation for a period of three years following the shareholder
acquiring shares representing 20% or more of the corporation's voting power
unless two-thirds of the unaffiliated shareholders approve the transaction at a
meeting held no earlier than six months after the shareholder acquires that
ownership. A vote of shareholders is not necessary if the board of directors
approves the transaction or approves the purchase of shares by the affiliated
shareholder before the affiliated shareholder acquires beneficial ownership of
20% or more of the shares, or if the affiliated shareholder was an affiliated
shareholder before December 31, 1996, and continued as such through the date of
the transaction.

RIGHTS PLAN

In May of 1999, our Board of Directors implemented a shareholder rights
plan pursuant to which holders of our common stock were granted dividend rights
to purchase one share of Series B Preferred Stock ("Rights") for each share of
our common stock that is outstanding between May 17, 1999 and the earlier of the
distribution date and May 5, 2009. Each Right entitles the registered holder to
purchase from us one share of our Series B Preferred Stock, par value $1.00 per
share (the "Preferred Shares"), at a price of $30.00 per one one-thousandth
interest in a Preferred Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between us and American Stock Transfer & Trust Co., as
Rights Agent (the "Rights Agent").

The "Distribution Date" will occur the earlier of (i) ten business days
following a public announcement that a person or group of affiliated or
associated persons (except Shell Louisiana Onshore Properties Inc. or its
affiliates) has acquired beneficial ownership of 15% or more of our outstanding
common stock and (ii) ten business days following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of our outstanding common stock.

The Purchase Price payable, and the number of interests in Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution. The Rights are not
exercisable until the Distribution Date. Until a Right is exercised, the holder
thereof, as such, will have no rights as a shareholder of our company,
including, without limitation, the right to vote or to receive dividends.

The terms of the Rights may be amended by our board of directors without
the consent of the holders of the Rights at any time to cure any ambiguity or to
correct or supplement any defective or inconsistent provisions and may, prior to
the Distribution Date, be amended to change or supplement any other provision in
any manner which we may deem necessary or desirable.

The Rights will cause substantial dilution to a person or group that
attempts to acquire our company without conditioning the offer on a substantial
number of Rights being acquired. The Rights should not interfere with any merger
or other business combination approved by our board of directors since our board
of directors may, at its option, redeem all but not less than all the then
outstanding Rights.

THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION AND AMENDED AND RESTATED
BYLAWS

Preferred Stock. Under our third amended and restated articles of
incorporation, our board of directors has the authority, without further
shareholder approval, to issue preferred stock in series and to fix the
designations, voting power, preferences and rights of the shares of each series
and any qualifications, limitations or restrictions with respect to that series.
One of the effects of such authorized but unissued and unreserved shares of
preferred stock may be to render it more difficult for, or discourage an attempt
by, a potential acquiror to obtain control of our company by means of a merger,
tender offer, proxy contest
19

or otherwise, and thereby protect the continuity of our management. The issuance
of shares of preferred stock may have the effect of delaying, deferring or
preventing a change in control of our company without any further action by our
shareholders.

Other Provisions. Other provisions of our third amended and restated
articles of incorporation and amended and restated bylaws include:

- 80% supermajority voting requirements to approve certain extraordinary
corporate transactions, to approve business combinations with related
persons (except in certain situations), to remove the entire board of
directors (for cause) or to approve certain amendments to our restated
certificate of incorporation and bylaws;

- classification of our board of directors;

- prohibition on our shareholders calling a meeting unless holders of at
least 50% of the outstanding common stock call such meeting;

- ability of our board of directors to increase the size of the board and
fill vacancies on the board; and

- prohibition on our shareholders acting by written consent (unless
unanimous).

PLAN OF DISTRIBUTION

We may sell the Securities:

- through underwriters as named in the applicable prospectus supplement,

- directly to investors or to other purchasers, or

- through a combination of these two methods of sale.

Any agent, dealer or underwriter may be deemed to be an underwriter within
the meaning of the Securities Act. The prospectus supplement relating to any
offering of the Securities will set forth the offering terms, including the name
or names of any underwriters, the purchase price of the Securities and the
proceeds to us from such sale, any underwriting discounts, commissions or other
items constituting compensation to the underwriter, any initial public offering
price, any underwriting discounts, commissions or other items allowed or
reallowed or paid to dealers, and any securities exchanges on which the
Securities may be listed. Only underwriters so named in the prospectus
supplement are deemed to be underwriters in connection with the Securities
offered in this prospectus.

If underwriters are used in the sale, they will acquire the Securities for
their own account and may resell the Securities from time to time in one or more
transactions at a fixed price or prices that are subject to change, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Securities may be offered to the
public either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more underwriting firms. Unless
otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase the Securities will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all the offered
Securities if any are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.

If so indicated in the prospectus supplement, we will authorize
underwriters to solicit offers by certain specified purchasers to purchase the
Securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. These contracts will be subject only
to those conditions set forth in the prospectus supplement and the prospectus
supplement will set forth the commission payable for solicitation

of these contracts. The underwriters soliciting these contracts will have no
responsibility for the validity or performance of any such contracts.

The Securities may or may not be listed on a national securities exchange
(other than the common stock, which is listed on the New York Stock Exchange.)
Any common stock sold pursuant to a prospectus supplement will be listed on the
New York Stock Exchange, subject to official notice of issuance. Any
underwriters to whom we sell the Securities for public offering and sale may
make a market in those Securities, but the underwriters will not be obligated to
do so and may discontinue any market making activities at any time without
notice. We cannot assure you that there will be an active trading market for any
Securities.

In connection with distributions of the Securities, we may enter into
hedging transactions with broker-dealers through which those broker-dealers may
sell the Securities registered hereunder in the course of hedging, through short
sales, the positions they assume with us.

We may enter into agreements with any underwriters who participate in the
distribution of the Securities to reimburse them for certain expenses, to
provide contribution to payments they may be required to make in any
distribution, and to indemnify them against certain civil liabilities, including
liabilities under the Securities Act.

Certain underwriters and their associates may be customers of, engage in
transactions with and perform services for us in the ordinary course of
business.

LEGAL MATTERS

Unless otherwise specified in a prospectus supplement relating to the
Securities, certain legal matters with respect to the validity of the Securities
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
for the year ended December 31, 2002, included in The Meridian Resource
Corporation's Annual Report (Form 10-K) for the year ended December 31, 2003,
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.

The financial statements for the year ended December 31, 2003 incorporated
by reference in this prospectus have been audited by BDO Seidman, LLP,
independent public accountants, to the extent and for the periods set forth in
their report incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.

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,
2003, included in Meridian's Annual Report on Form 10-K for the year ended
December 31, 2003, 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 SEC. You may read and copy materials that we have filed
with the SEC at the SEC's public reference room located at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Our SEC filings also are
available to the public on the SEC's web site at www.sec.gov, which contains
reports, proxies and information statements and other information regarding
issuers that file electronically.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with the SEC, 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 part of this prospectus. Information that we file later with
the SEC will automatically update certain information in this prospectus. In all
cases, you should rely on the later information over different information
included in this prospectus or the prospectus supplement. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:

- Meridian's Annual Report on Form 10-K for the fiscal year ended December
31, 2003, as amended.

- Meridian's Quarterly Report on Form 10-Q for the three months ended March
31, 2004.

- Meridian's Registration Statement on Form 8-A, as amended on May 13,
1999.

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 Lloyd DeLano, Senior Vice President and Chief Accounting Officer,
The Meridian Resource Corporation, 1401 Enclave Parkway, Suite 300, Houston,
Texas 77077, telephone number: 281-597-7000.

12,000,000 SHARES

(THE MERIDIAN RESOURCE CORPORATION LOGO)

COMMON STOCK

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PROSPECTUS SUPPLEMENT
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FRIEDMAN BILLINGS RAMSEY A.G. EDWARDS
SOLE BOOKRUNNING AND JOINT-LEAD MANAGER JOINT-LEAD MANAGER

July 28, 2004