As filed with the Securities and Exchange Commission on July 26, 1999

                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


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


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

 15995 N. BARKER'S LANDING,
         SUITE 300                                       77079
       HOUSTON, TEXAS
   (Address of Principal                               (Zip Code)
     Executive Offices)

           MERIDIAN RESOURCE CORPORATION GEOSCIENTIST WELL BONUS PLAN
        MERIDIAN RESOURCE CORPORATION TMR EMPLOYEE TRUST WELL BONUS PLAN
                            (Full title of the plans)

                              JOSEPH A. REEVES, JR.
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                        THE MERIDIAN RESOURCE CORPORATION
                      15995 N. BARKER'S LANDING, SUITE 300
                              HOUSTON, TEXAS 77079
                     (Name and address of agent for service)

                                 (281) 558-8080
          (Telephone number, including area code, of agent for service)
                            ------------------------


                                  With Copy to:

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


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                              PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
TITLE OF SECURITIES TO BE     AMOUNT TO BE   OFFERING PRICE PER   AGGREGATE OFFERING  REGISTRATION
        REGISTERED           REGISTERED(1)        SHARE(2)             PRICE(2)           FEE
--------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>              <C>               <C>
Common Stock, $.01 par value   2,000,000           $3.625             $7,250,000       $2015.50
==================================================================================================
</TABLE>
(1) Includes (i) 1,000,000 shares of Common Stock issuable pursuant to the
    Meridian Resource Corporation Geoscientist Well Bonus Plan, and (ii)
    1,000,000 shares of Common Stock issuable pursuant to the Meridian Resource
    Corporation TMR Employee Trust Well Bonus Plan. Also includes an
    indeterminate number of shares to be issued pursuant to the anti-dilution
    provisions of such plans and agreements. Also includes an equal number of
    associated rights pursuant to the Shareholder Rights Agreement dated May 5,
    1999 between the Company and American Stock Transfer & Trust Company.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c) under the Securities Act of 1933 and based upon the
    average of the high and low sales prices of a share of the Common Stock as
    reported by the New York Stock Exchange, Inc. on July 22, 1999.

================================================================================
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Meridian Resource Corporation, a Texas corporation (the "Company"
or "Registrant"), incorporates by reference in this Registration Statement the
following documents:

         1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as amended by Form 10-K/A dated April 30, 1999;

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;

         3. The Registrant's Current Reports on Form 8-K dated May 5, 1999 and
June 29, 1999; and

         4. The description of the Registrant's common stock, $.01 par value
("Common Stock"), contained in the Company's Registration Statement on Form 8-A,
as filed with the Securities and Exchange Commission on March 19, 1997,
including any amendment or report filed for the purpose of updating such
description.

         5. The description of the Registrant's stock purchase rights, contained
in the Company's Registration Statement on form 8-A, as filed with the
Securities and Exchange Commission on May 13, 1999, including any amendment or
report filed for the purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                    II-1
<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

         The Second Amended and Restated Articles of Incorporation of the
Registrant contain provisions which eliminate the personal liability of the
Registrant's directors for monetary damages resulting from breaches of their
fiduciary duty other than liability for breaches of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, any transaction from which the director derived an improper
personal benefit or any act or omission for which liability is expressly
provided by an applicable statute.

         Article XII of the Registrant's By-laws contains detailed provisions
for the indemnification by the Registrant of current and former directors,
officers, employees and agents of the Registrant on terms that have been derived
from Article 2.02-1 of the Texas Business Corporation Act.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

         4.1   --   Third Amended and Restated Articles of Incorporation of the
                    Registrant (incorporated by reference to Exhibit 3.1 to the
                    Registrant's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1998).

         4.2   --   Amended and Restated Bylaws of the Company (incorporated by
                    reference to Exhibit 3.2 to the Registrant's Quarterly
                    Report on Form 10-Q for the three months ended September 30,
                    1998).

         4.3   --   Amendment No. 1 to Amended and Restated Bylaws (incorporated
                    by reference from the Registrant's Current Report on Form
                    8-K dated May 5, 1999).

                                      II-2
<PAGE>
         4.4   --   Specimen Common Stock Certificate (incorporated by reference
                    to Exhibit 4.1 of the Company's Registration Statement on
                    Form S-1, as amended (Reg. No. 33-65504)).

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

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

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

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

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

         4.10  --   Texas Meridian Resources Corporation 1995 Long-Term
                    Incentive Plan (incorporated by reference to Exhibit 10.6 of
                    the Company's Annual Report on Form 10-K for the year ended
                    December 31, 1996).

         4.11  --   Texas Meridian Resources Corporation 1997 Long-Term
                    Incentive Plan (incorporated by reference to Exhibit 10.2 of
                    the Company's Quarterly Report on Form 10-Q for the quarter
                    ended June 30, 1997).

         *4.12 --   Amendments No.'s 1 and 2 to the 1997 Long-Term Incentive
                    Plan.

         4.13  --   Cairn Energy USA, Inc. 1993 Stock Option Plan, as amended
                    (incorporated by reference to Exhibit 10.9 of Cairn Energy
                    USA, Inc.'s Annual Report on Form 10-K for the year ended
                    December 31, 1993).

         4.14  --   Cairn Energy USA, Inc. 1993 Directors Stock Option Plan, as
                    amended (incorporated by reference to Exhibit 10.6 of Cairn
                    Energy USA, Inc.'s Registration Statement on Form S-1 (Reg.
                    No. 33-64646)).

                                      II-3
<PAGE>
         4.15  --   Amended and Restated Credit Agreement dated May 22, 1998,
                    among the Company, the several banks and financial
                    institutions and other entities from time to time parties
                    thereto (the "Lenders"), The Chase Manhattan Bank, as
                    administrative agent for the Lenders, Bankers Trust Company,
                    as syndication agent, Chase Securities Inc., as advisor to
                    the Company, Chase Securities Inc., B. T. Alex. Brown
                    Incorporated, Toronto Dominion (Texas), Inc. and Credit
                    Lyonnais New York Branch as co-arrangers, and Toronto
                    Dominion (Texas), Inc. and Credit Lyonnais New York Branch,
                    as co-documentation agents. (incorporated by reference from
                    the Company's current report on Form 8-K dated June 30,
                    1998).

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

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

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

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

         *4.20 --   Amendment No. 3 dated January 19, 1999 to Amended and
                    Restated Credit Agreement dated May 22, 1998, by and among
                    the Company, The Chase Manhattan Bank as administrative
                    agent, and the various lenders party thereto

         *4.21 --   Amendment No. 4 dated April 30, 1999 to Amended and Restated
                    Credit Agreement dated May 22, 1998, by and among the
                    Company, The Chase Manhattan Bank as administrative agent,
                    and the various lenders party thereto

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

         *4.23 --   Amendment No. 1 to Director Stock Option Plan.

                                      II-4
<PAGE>
         4.24  --   Stock Rights and Restrictions Agreement dated as of June 30,
                    1998, by and between The Meridian Resource Corporation and
                    Shell Louisiana Onshore Properties Inc. (incorporated by
                    reference from the Company's Current Report on Form 8-K
                    dated June 30, 1998).

         4.25  --   Registration Rights Agreement dated June 30, 1998, by and
                    between The Meridian Resource Corporation and Shell
                    Louisiana Onshore Properties Inc. (incorporated by reference
                    from the Company's Current Report on Form 8-K dated June 30,
                    1998).

         4.26  --   The Meridian Resource Corporation 1990 Stock Option Plan
                    (incorporated by reference to Exhibit 10.6 of the Company's
                    Annual Report on Form 10-K for the year ended December 31,
                    1991, as amended by the Company's Form 8 filed March 4,
                    1993).

         4.27  --   Deferred Compensation agreement dated July 31, 1996, between
                    the Company and Joseph A. Reeves, Jr.(incorporated by
                    reference to Exhibit 10.1 of the Company's Quarterly Report
                    on Form 10-Q for the quarter ended September 30, 1996).

         4.28  --   Deferred Compensation agreement dated July 31, 1996, between
                    the Company and Michael J. Mayell (incorporated by reference
                    to Exhibit 10.1 of the Company's Quarterly Report on Form
                    10-Q for the quarter ended September 30, 1996).

         4.29  --   The Meridian Resource Corporation TMR Employee Trust Well
                    Bonus Plan (incorporated by reference from the Registrant's
                    Annual Report on Form 10-K for the year ended December 31,
                    1998).

         4.30  --   The Meridian Resource Corporation Management Well Bonus Plan
                    (incorporated by reference from the Registrant's Annual
                    Report on Form 10-K for the year ended December 31, 1998).

         4.31  --   The Meridian Resource Corporation Geoscientist Well Bonus
                    Plan (incorporated by reference from the Registrant's Annual
                    Report on Form 10-K for the year ended December 31, 1998).

         4.32  --   Note Purchase Agreement dated June 18, 1999, between the
                    Company and Kayne Anderson Energy Fund, L.P. (incorporated
                    by reference from the Registrant's Current Report on Form
                    8-K dated June 29, 1999).

         4.33  --   Note Purchase Agreement dated June 22, 1999, between the
                    Company and Eos Partners, L.P. (incorporated by reference
                    from the Registrant's Current Report on Form 8-K dated June
                    29, 1999).

                                      II-5
<PAGE>
         4.34  --   9 1/2% Subordinated Note due June 18, 2001, payable by the
                    Company to Kayne Anderson Energy Fund, L.P. (incorporated by
                    reference from the Registrant's Current Report on Form 8-K
                    dated June 29, 1999).

         4.35  --   9 1/2% Subordinated Note due June 18, 2001, payable by the
                    Company to Eos Partners, L.P. (incorporated by reference
                    from the Registrant's Current Report on Form 8-K dated June
                    29, 1999).

         4.36  --   Form of warrant attached as Annex A to Exhibits 4.34 and
                    4.35. (incorporated by reference from the Registrant's
                    Current Report on Form 8-K dated June 29, 1999)

         4.37  --   Rights Agreement dated May 5, 1999, between the Company and
                    American Stock Transfer & Trust Co., as Rights Agent
                    (incorporated by reference from the Registrant's Current
                    Report on Form 8-K dated May 5, 1999).

         4.38  --   Resolution Establishing a Series of Preferred Stock dated
                    May 5, 1999 (incorporated by reference from the Registrant's
                    Current Report on Form 8-K dated May 5, 1999).

         4.39  --   Form of Right Certificate (incorporated by reference from
                    the Registrant's Current Report on Form 8-K dated May 5,
                    1999).

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

         23.1  --   Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                    5.1).

         *23.2 --   Consent of Ernst & Young LLP with respect to the financial
                    statements of The Meridian Resource Corporation.

         *23.3 --   Consent of Ryder Scott Petroleum Company.

         *23.4 --   Consent of T.J. Smith & Company

         24.1  --   Powers of Attorney (included on page II-5 of this
                    Registration Statement).

         As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of such
instruments does not exceed 10% of the total assets of the Registrant and its
subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of
any such agreements to the Securities and Exchange Commission upon request.

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

                                      II-6
<PAGE>
         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and

                                      II-7
<PAGE>
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-8
<PAGE>
                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on July 23, 1999.

                                       THE MERIDIAN RESOURCE CORPORATION


                                       By: /S/ JOSEPH A. REEVES, JR.
                                                   Joseph A. Reeves, Jr.
                                                  CHIEF EXECUTIVE OFFICER

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph A. Reeves, Jr. and Michael J. Mayell, and
each of them, either one of whom may act without joinder of the other, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of any or all of them, may lawfully do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


         SIGNATURE                         TITLE                      DATE

/S/ JOSEPH A. REEVES, JR.        Chief Executive Officer           July 23, 1999
    Joseph A. Reeves, Jr.       (Principal Executive Officer)
                             Director and Chairman of the Board

/S/ MICHAEL J. MAYELL              President and Director          July 23, 1999
    Michael J. Mayell

/S/ P. RICHARD GESSINGER          Executive Vice President         July 23, 1999
    P. Richard Gessinger          (Chief Financial Officer)

/S/ LLOYD V. DELANO        Vice President-Director of Accounting   July 23, 1999
    Lloyd V. DeLano               (Chief Accounting Officer)

_________________________                  Director                July __, 1999
        Paul Ching

                                      II-9
<PAGE>
_________________________                  Director                July __, 1999
       E. L. Henry

/S/ JOE E. KARES                           Director                July 23, 1999
    Joe E. Kares

/S/ JAMES T. BOND                          Director                July 23, 1999
    James T. Bond

/S/ GARY A. MESSERSMITH                    Director                July 23, 1999
    Gary A. Messersmith

_________________________                  Director                July __, 1999
     Jack A. Prizzi

                                    II-10
<PAGE>
                                 EXHIBIT INDEX

EXHIBIT                                                                    PAGE
NUMBER                            DESCRIPTION                             NUMBER
-------                           -----------                             ------
4.1   --   Third Amended and Restated Articles of Incorporation of the
           Registrant (incorporated by reference to Exhibit 3.1 to the
           Registrant's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1998).

4.2   --   Amended and Restated Bylaws of the Company (incorporated by
           reference to Exhibit 3.2 to the Registrant's Quarterly
           Report on Form 10-Q for the three months ended September 30,
           1998).

4.3   --   Amendment No. 1 to Amended and Restated Bylaws (incorporated
           by reference from the Registrant's Current Report on Form
           8-K dated May 5, 1999).

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

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

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

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

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

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

4.10  --   Texas Meridian Resources Corporation 1995 Long-Term
           Incentive Plan (incorporated by reference to Exhibit 10.6 of
           the Company's Annual Report on Form 10-K for the year ended
           December 31, 1996).
<PAGE>
4.11  --   Texas Meridian Resources Corporation 1997 Long-Term
           Incentive Plan (incorporated by reference to Exhibit 10.2 of
           the Company's Quarterly Report on Form 10-Q for the quarter
           ended June 30, 1997).

*4.12 --   Amendments No.'s 1 and 2 to the 1997 Long-Term Incentive
           Plan.

4.13  --   Cairn Energy USA, Inc. 1993 Stock Option Plan, as amended
           (incorporated by reference to Exhibit 10.9 of Cairn Energy
           USA, Inc.'s Annual Report on Form 10-K for the year ended
           December 31, 1993).

4.14  --   Cairn Energy USA, Inc. 1993 Directors Stock Option Plan, as
           amended (incorporated by reference to Exhibit 10.6 of Cairn
           Energy USA, Inc.'s Registration Statement on Form S-1 (Reg.
           No. 33-64646)).

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

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

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

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

4.19  --   Amendment No. 2 dated November 13, 1998 to Amended and
           Restated Credit Agreement dated May 22, 1998, by and among
           the Company, The Chase Manhattan Bank as administrative
           agent, and the various lenders party thereto (incorporated
           by reference from the Company's Quarterly Report on Form
           10-Q for the three months ended September 30, 1998).
<PAGE>
*4.20 --   Amendment No. 3 dated January 19, 1999 to Amended and
           Restated Credit Agreement dated May 22, 1998, by and among
           the Company, The Chase Manhattan Bank as administrative
           agent, and the various lenders party thereto

*4.21 --   Amendment No. 4 dated April 30, 1999 to Amended and Restated
           Credit Agreement dated May 22, 1998, by and among the
           Company, The Chase Manhattan Bank as administrative agent,
           and the various lenders party thereto

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

*4.23 --   Amendment No. 1 to Director Stock Option Plan.

4.24  --   Stock Rights and Restrictions Agreement dated as of June 30,
           1998, by and between The Meridian Resource Corporation and
           Shell Louisiana Onshore Properties Inc. (incorporated by
           reference from the Company's Current Report on Form 8-K
           dated June 30, 1998).

4.25  --   Registration Rights Agreement dated June 30, 1998, by and
           between The Meridian Resource Corporation and Shell
           Louisiana Onshore Properties Inc. (incorporated by reference
           from the Company's Current Report on Form 8-K dated June 30,
           1998).

4.26  --   The Meridian Resource Corporation 1990 Stock Option Plan
           (incorporated by reference to Exhibit 10.6 of the Company's
           Annual Report on Form 10-K for the year ended December 31,
           1991, as amended by the Company's Form 8 filed March 4,
           1993).

4.27  --   Deferred Compensation agreement dated July 31, 1996, between
           the Company and Joseph A. Reeves, Jr.(incorporated by
           reference to Exhibit 10.1 of the Company's Quarterly Report
           on Form 10-Q for the quarter ended September 30, 1996).

4.28  --   Deferred Compensation agreement dated July 31, 1996, between
           the Company and Michael J. Mayell (incorporated by reference
           to Exhibit 10.1 of the Company's Quarterly Report on Form
           10-Q for the quarter ended September 30, 1996).
<PAGE>
4.29  --   The Meridian Resource Corporation TMR Employee Trust Well
           Bonus Plan (incorporated by reference from the Registrant's
           Annual Report on Form 10-K for the year ended December 31,
           1998).

4.30  --   The Meridian Resource Corporation Management Well Bonus Plan
           (incorporated by reference from the Registrant's Annual
           Report on Form 10-K for the year ended December 31, 1998).

4.31  --   The Meridian Resource Corporation Geoscientist Well Bonus
           Plan (incorporated by reference from the Registrant's Annual
           Report on Form 10-K for the year ended December 31, 1998).

4.32  --   Note Purchase Agreement dated June 18, 1999, between the
           Company and Kayne Anderson Energy Fund, L.P. (incorporated
           by reference from the Registrant's Current Report on Form
           8-K dated June 29, 1999).

4.33  --   Note Purchase Agreement dated June 22, 1999, between the
           Company and Eos Partners, L.P. (incorporated by reference
           from the Registrant's Current Report on Form 8-K dated June
           29, 1999).

4.34  --   9 1/2% Subordinated Note due June 18, 2001, payable by the
           Company to Kayne Anderson Energy Fund, L.P. (incorporated by
           reference from the Registrant's Current Report on Form 8-K
           dated June 29, 1999).

4.35  --   9 1/2% Subordinated Note due June 18, 2001, payable by the
           Company to Eos Partners, L.P. (incorporated by reference
           from the Registrant's Current Report on Form 8-K dated June
           29, 1999).

4.36  --   Form of warrant attached as Annex A to Exhibits 4.34 and
           4.35. (incorporated by reference from the Registrant's
           Current Report on Form 8-K dated June 29, 1999)

4.37  --   Rights Agreement dated May 5, 1999, between the Company and
           American Stock Transfer & Trust Co., as Rights Agent
           (incorporated by reference from the Registrant's Current
           Report on Form 8-K dated May 5, 1999).

4.38  --   Resolution Establishing a Series of Preferred Stock dated
           May 5, 1999 (incorporated by reference from the Registrant's
           Current Report on Form 8-K dated May 5, 1999).

4.39  --   Form of Right Certificate (incorporated by reference from
           the Registrant's Current Report on Form 8-K dated May 5,
           1999).

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

23.1  --   Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
           5.1).
<PAGE>
*23.2 --   Consent of Ernst & Young LLP with respect to the financial
           statements of The Meridian Resource Corporation.

*23.3 --   Consent of Ryder Scott Petroleum Company.

*23.4 --   Consent of T.J. Smith & Company

24.1  --   Powers of Attorney (included on page II-5 of this
           Registration Statement).

*Filed herewith.

      As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant
has not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Registrant and its subsidiaries
because the total amount of securities authorized under any of such instruments
does not exceed 10% of the total assets of the Registrant and its subsidiaries
on a consolidated basis. The Registrant agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.
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As filed with the Securities and Exchange Commission on July 26, 1999

                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

 15995 N. BARKER'S LANDING,
         SUITE 300                                       77079
       HOUSTON, TEXAS
   (Address of Principal                               (Zip Code)
     Executive Offices)

           MERIDIAN RESOURCE CORPORATION GEOSCIENTIST WELL BONUS PLAN
        MERIDIAN RESOURCE CORPORATION TMR EMPLOYEE TRUST WELL BONUS PLAN
                            (Full title of the plans)

                              JOSEPH A. REEVES, JR.
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                        THE MERIDIAN RESOURCE CORPORATION
                      15995 N. BARKER'S LANDING, SUITE 300
                              HOUSTON, TEXAS 77079
                     (Name and address of agent for service)

                                 (281) 558-8080
          (Telephone number, including area code, of agent for service)
                            ------------------------

                                  With Copy to:

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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------
                                              PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
TITLE OF SECURITIES TO BE     AMOUNT TO BE   OFFERING PRICE PER   AGGREGATE OFFERING  REGISTRATION
        REGISTERED           REGISTERED(1)        SHARE(2)             PRICE(2)           FEE
--------------------------------------------------------------------------------------------------
Common Stock, $.01 par value   2,000,000           $3.625             $7,250,000       $2015.50
==================================================================================================
(1) Includes (i) 1,000,000 shares of Common Stock issuable pursuant to the
    Meridian Resource Corporation Geoscientist Well Bonus Plan, and (ii)
    1,000,000 shares of Common Stock issuable pursuant to the Meridian Resource
    Corporation TMR Employee Trust Well Bonus Plan. Also includes an
    indeterminate number of shares to be issued pursuant to the anti-dilution
    provisions of such plans and agreements. Also includes an equal number of
    associated rights pursuant to the Shareholder Rights Agreement dated May 5,
    1999 between the Company and American Stock Transfer & Trust Company.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c) under the Securities Act of 1933 and based upon the
    average of the high and low sales prices of a share of the Common Stock as
    reported by the New York Stock Exchange, Inc. on July 22, 1999.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Meridian Resource Corporation, a Texas corporation (the "Company"
or "Registrant"), incorporates by reference in this Registration Statement the
following documents:

         1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as amended by Form 10-K/A dated April 30, 1999;

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;

         3. The Registrant's Current Reports on Form 8-K dated May 5, 1999 and
June 29, 1999; and

         4. The description of the Registrant's common stock, $.01 par value
("Common Stock"), contained in the Company's Registration Statement on Form 8-A,
as filed with the Securities and Exchange Commission on March 19, 1997,
including any amendment or report filed for the purpose of updating such
description.

         5. The description of the Registrant's stock purchase rights, contained
in the Company's Registration Statement on form 8-A, as filed with the
Securities and Exchange Commission on May 13, 1999, including any amendment or
report filed for the purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                    II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

         The Second Amended and Restated Articles of Incorporation of the
Registrant contain provisions which eliminate the personal liability of the
Registrant's directors for monetary damages resulting from breaches of their
fiduciary duty other than liability for breaches of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, any transaction from which the director derived an improper
personal benefit or any act or omission for which liability is expressly
provided by an applicable statute.

         Article XII of the Registrant's By-laws contains detailed provisions
for the indemnification by the Registrant of current and former directors,
officers, employees and agents of the Registrant on terms that have been derived
from Article 2.02-1 of the Texas Business Corporation Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1   --   Third Amended and Restated Articles of Incorporation of the
                    Registrant (incorporated by reference to Exhibit 3.1 to the
                    Registrant's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1998).

         4.2   --   Amended and Restated Bylaws of the Company (incorporated by
                    reference to Exhibit 3.2 to the Registrant's Quarterly
                    Report on Form 10-Q for the three months ended September 30,
                    1998).

         4.3   --   Amendment No. 1 to Amended and Restated Bylaws (incorporated
                    by reference from the Registrant's Current Report on Form
                    8-K dated May 5, 1999).

                                      II-2
4.4   --   Specimen Common Stock Certificate (incorporated by reference
                    to Exhibit 4.1 of the Company's Registration Statement on
                    Form S-1, as amended (Reg. No. 33-65504)).

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

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

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

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

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

         4.10  --   Texas Meridian Resources Corporation 1995 Long-Term
                    Incentive Plan (incorporated by reference to Exhibit 10.6 of
                    the Company's Annual Report on Form 10-K for the year ended
                    December 31, 1996).

         4.11  --   Texas Meridian Resources Corporation 1997 Long-Term
                    Incentive Plan (incorporated by reference to Exhibit 10.2 of
                    the Company's Quarterly Report on Form 10-Q for the quarter
                    ended June 30, 1997).

         *4.12 --   Amendments No.'s 1 and 2 to the 1997 Long-Term Incentive
                    Plan.

         4.13  --   Cairn Energy USA, Inc. 1993 Stock Option Plan, as amended
                    (incorporated by reference to Exhibit 10.9 of Cairn Energy
                    USA, Inc.'s Annual Report on Form 10-K for the year ended
                    December 31, 1993).

         4.14  --   Cairn Energy USA, Inc. 1993 Directors Stock Option Plan, as
                    amended (incorporated by reference to Exhibit 10.6 of Cairn
                    Energy USA, Inc.'s Registration Statement on Form S-1 (Reg.
                    No. 33-64646)).

                                      II-3
4.15  --   Amended and Restated Credit Agreement dated May 22, 1998,
                    among the Company, the several banks and financial
                    institutions and other entities from time to time parties
                    thereto (the "Lenders"), The Chase Manhattan Bank, as
                    administrative agent for the Lenders, Bankers Trust Company,
                    as syndication agent, Chase Securities Inc., as advisor to
                    the Company, Chase Securities Inc., B. T. Alex. Brown
                    Incorporated, Toronto Dominion (Texas), Inc. and Credit
                    Lyonnais New York Branch as co-arrangers, and Toronto
                    Dominion (Texas), Inc. and Credit Lyonnais New York Branch,
                    as co-documentation agents. (incorporated by reference from
                    the Company's current report on Form 8-K dated June 30,
                    1998).

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

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

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

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

         *4.20 --   Amendment No. 3 dated January 19, 1999 to Amended and
                    Restated Credit Agreement dated May 22, 1998, by and among
                    the Company, The Chase Manhattan Bank as administrative
                    agent, and the various lenders party thereto

         *4.21 --   Amendment No. 4 dated April 30, 1999 to Amended and Restated
                    Credit Agreement dated May 22, 1998, by and among the
                    Company, The Chase Manhattan Bank as administrative agent,
                    and the various lenders party thereto

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

         *4.23 --   Amendment No. 1 to Director Stock Option Plan.

                                      II-4
4.24  --   Stock Rights and Restrictions Agreement dated as of June 30,
                    1998, by and between The Meridian Resource Corporation and
                    Shell Louisiana Onshore Properties Inc. (incorporated by
                    reference from the Company's Current Report on Form 8-K
                    dated June 30, 1998).

         4.25  --   Registration Rights Agreement dated June 30, 1998, by and
                    between The Meridian Resource Corporation and Shell
                    Louisiana Onshore Properties Inc. (incorporated by reference
                    from the Company's Current Report on Form 8-K dated June 30,
                    1998).

         4.26  --   The Meridian Resource Corporation 1990 Stock Option Plan
                    (incorporated by reference to Exhibit 10.6 of the Company's
                    Annual Report on Form 10-K for the year ended December 31,
                    1991, as amended by the Company's Form 8 filed March 4,
                    1993).

         4.27  --   Deferred Compensation agreement dated July 31, 1996, between
                    the Company and Joseph A. Reeves, Jr.(incorporated by
                    reference to Exhibit 10.1 of the Company's Quarterly Report
                    on Form 10-Q for the quarter ended September 30, 1996).

         4.28  --   Deferred Compensation agreement dated July 31, 1996, between
                    the Company and Michael J. Mayell (incorporated by reference
                    to Exhibit 10.1 of the Company's Quarterly Report on Form
                    10-Q for the quarter ended September 30, 1996).

         4.29  --   The Meridian Resource Corporation TMR Employee Trust Well
                    Bonus Plan (incorporated by reference from the Registrant's
                    Annual Report on Form 10-K for the year ended December 31,
                    1998).

         4.30  --   The Meridian Resource Corporation Management Well Bonus Plan
                    (incorporated by reference from the Registrant's Annual
                    Report on Form 10-K for the year ended December 31, 1998).

         4.31  --   The Meridian Resource Corporation Geoscientist Well Bonus
                    Plan (incorporated by reference from the Registrant's Annual
                    Report on Form 10-K for the year ended December 31, 1998).

         4.32  --   Note Purchase Agreement dated June 18, 1999, between the
                    Company and Kayne Anderson Energy Fund, L.P. (incorporated
                    by reference from the Registrant's Current Report on Form
                    8-K dated June 29, 1999).

         4.33  --   Note Purchase Agreement dated June 22, 1999, between the
                    Company and Eos Partners, L.P. (incorporated by reference
                    from the Registrant's Current Report on Form 8-K dated June
                    29, 1999).

                                      II-5
4.34  --   9 1/2% Subordinated Note due June 18, 2001, payable by the
                    Company to Kayne Anderson Energy Fund, L.P. (incorporated by
                    reference from the Registrant's Current Report on Form 8-K
                    dated June 29, 1999).

         4.35  --   9 1/2% Subordinated Note due June 18, 2001, payable by the
                    Company to Eos Partners, L.P. (incorporated by reference
                    from the Registrant's Current Report on Form 8-K dated June
                    29, 1999).

         4.36  --   Form of warrant attached as Annex A to Exhibits 4.34 and
                    4.35. (incorporated by reference from the Registrant's
                    Current Report on Form 8-K dated June 29, 1999)

         4.37  --   Rights Agreement dated May 5, 1999, between the Company and
                    American Stock Transfer & Trust Co., as Rights Agent
                    (incorporated by reference from the Registrant's Current
                    Report on Form 8-K dated May 5, 1999).

         4.38  --   Resolution Establishing a Series of Preferred Stock dated
                    May 5, 1999 (incorporated by reference from the Registrant's
                    Current Report on Form 8-K dated May 5, 1999).

         4.39  --   Form of Right Certificate (incorporated by reference from
                    the Registrant's Current Report on Form 8-K dated May 5,
                    1999).

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

         23.1  --   Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                    5.1).

         *23.2 --   Consent of Ernst & Young LLP with respect to the financial
                    statements of The Meridian Resource Corporation.

         *23.3 --   Consent of Ryder Scott Petroleum Company.

         *23.4 --   Consent of T.J. Smith & Company

         24.1  --   Powers of Attorney (included on page II-5 of this
                    Registration Statement).

         As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of such
instruments does not exceed 10% of the total assets of the Registrant and its
subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of
any such agreements to the Securities and Exchange Commission upon request.

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

                                      II-6
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and

                                      II-7
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-8
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on July 23, 1999.

                                       THE MERIDIAN RESOURCE CORPORATION

                                       By: /S/ JOSEPH A. REEVES, JR.
                                                   Joseph A. Reeves, Jr.
                                                  CHIEF EXECUTIVE OFFICER

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph A. Reeves, Jr. and Michael J. Mayell, and
each of them, either one of whom may act without joinder of the other, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of any or all of them, may lawfully do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         SIGNATURE                         TITLE                      DATE

/S/ JOSEPH A. REEVES, JR.        Chief Executive Officer           July 23, 1999
    Joseph A. Reeves, Jr.       (Principal Executive Officer)
                             Director and Chairman of the Board

/S/ MICHAEL J. MAYELL              President and Director          July 23, 1999
    Michael J. Mayell

/S/ P. RICHARD GESSINGER          Executive Vice President         July 23, 1999
    P. Richard Gessinger          (Chief Financial Officer)

/S/ LLOYD V. DELANO        Vice President-Director of Accounting   July 23, 1999
    Lloyd V. DeLano               (Chief Accounting Officer)

_________________________                  Director                July __, 1999
        Paul Ching

                                      II-9
_________________________                  Director                July __, 1999
       E. L. Henry

/S/ JOE E. KARES                           Director                July 23, 1999
    Joe E. Kares

/S/ JAMES T. BOND                          Director                July 23, 1999
    James T. Bond

/S/ GARY A. MESSERSMITH                    Director                July 23, 1999
    Gary A. Messersmith

_________________________                  Director                July __, 1999
     Jack A. Prizzi

                                    II-10
EXHIBIT INDEX

EXHIBIT                                                                    PAGE
NUMBER                            DESCRIPTION                             NUMBER
-------                           -----------                             ------
4.1   --   Third Amended and Restated Articles of Incorporation of the
           Registrant (incorporated by reference to Exhibit 3.1 to the
           Registrant's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1998).

4.2   --   Amended and Restated Bylaws of the Company (incorporated by
           reference to Exhibit 3.2 to the Registrant's Quarterly
           Report on Form 10-Q for the three months ended September 30,
           1998).

4.3   --   Amendment No. 1 to Amended and Restated Bylaws (incorporated
           by reference from the Registrant's Current Report on Form
           8-K dated May 5, 1999).

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

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

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

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

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

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

4.10  --   Texas Meridian Resources Corporation 1995 Long-Term
           Incentive Plan (incorporated by reference to Exhibit 10.6 of
           the Company's Annual Report on Form 10-K for the year ended
           December 31, 1996).
4.11  --   Texas Meridian Resources Corporation 1997 Long-Term
           Incentive Plan (incorporated by reference to Exhibit 10.2 of
           the Company's Quarterly Report on Form 10-Q for the quarter
           ended June 30, 1997).

*4.12 --   Amendments No.'s 1 and 2 to the 1997 Long-Term Incentive
           Plan.

4.13  --   Cairn Energy USA, Inc. 1993 Stock Option Plan, as amended
           (incorporated by reference to Exhibit 10.9 of Cairn Energy
           USA, Inc.'s Annual Report on Form 10-K for the year ended
           December 31, 1993).

4.14  --   Cairn Energy USA, Inc. 1993 Directors Stock Option Plan, as
           amended (incorporated by reference to Exhibit 10.6 of Cairn
           Energy USA, Inc.'s Registration Statement on Form S-1 (Reg.
           No. 33-64646)).

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

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

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

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

4.19  --   Amendment No. 2 dated November 13, 1998 to Amended and
           Restated Credit Agreement dated May 22, 1998, by and among
           the Company, The Chase Manhattan Bank as administrative
           agent, and the various lenders party thereto (incorporated
           by reference from the Company's Quarterly Report on Form
           10-Q for the three months ended September 30, 1998).
*4.20 --   Amendment No. 3 dated January 19, 1999 to Amended and
           Restated Credit Agreement dated May 22, 1998, by and among
           the Company, The Chase Manhattan Bank as administrative
           agent, and the various lenders party thereto

*4.21 --   Amendment No. 4 dated April 30, 1999 to Amended and Restated
           Credit Agreement dated May 22, 1998, by and among the
           Company, The Chase Manhattan Bank as administrative agent,
           and the various lenders party thereto

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

*4.23 --   Amendment No. 1 to Director Stock Option Plan.

4.24  --   Stock Rights and Restrictions Agreement dated as of June 30,
           1998, by and between The Meridian Resource Corporation and
           Shell Louisiana Onshore Properties Inc. (incorporated by
           reference from the Company's Current Report on Form 8-K
           dated June 30, 1998).

4.25  --   Registration Rights Agreement dated June 30, 1998, by and
           between The Meridian Resource Corporation and Shell
           Louisiana Onshore Properties Inc. (incorporated by reference
           from the Company's Current Report on Form 8-K dated June 30,
           1998).

4.26  --   The Meridian Resource Corporation 1990 Stock Option Plan
           (incorporated by reference to Exhibit 10.6 of the Company's
           Annual Report on Form 10-K for the year ended December 31,
           1991, as amended by the Company's Form 8 filed March 4,
           1993).

4.27  --   Deferred Compensation agreement dated July 31, 1996, between
           the Company and Joseph A. Reeves, Jr.(incorporated by
           reference to Exhibit 10.1 of the Company's Quarterly Report
           on Form 10-Q for the quarter ended September 30, 1996).

4.28  --   Deferred Compensation agreement dated July 31, 1996, between
           the Company and Michael J. Mayell (incorporated by reference
           to Exhibit 10.1 of the Company's Quarterly Report on Form
           10-Q for the quarter ended September 30, 1996).
4.29  --   The Meridian Resource Corporation TMR Employee Trust Well
           Bonus Plan (incorporated by reference from the Registrant's
           Annual Report on Form 10-K for the year ended December 31,
           1998).

4.30  --   The Meridian Resource Corporation Management Well Bonus Plan
           (incorporated by reference from the Registrant's Annual
           Report on Form 10-K for the year ended December 31, 1998).

4.31  --   The Meridian Resource Corporation Geoscientist Well Bonus
           Plan (incorporated by reference from the Registrant's Annual
           Report on Form 10-K for the year ended December 31, 1998).

4.32  --   Note Purchase Agreement dated June 18, 1999, between the
           Company and Kayne Anderson Energy Fund, L.P. (incorporated
           by reference from the Registrant's Current Report on Form
           8-K dated June 29, 1999).

4.33  --   Note Purchase Agreement dated June 22, 1999, between the
           Company and Eos Partners, L.P. (incorporated by reference
           from the Registrant's Current Report on Form 8-K dated June
           29, 1999).

4.34  --   9 1/2% Subordinated Note due June 18, 2001, payable by the
           Company to Kayne Anderson Energy Fund, L.P. (incorporated by
           reference from the Registrant's Current Report on Form 8-K
           dated June 29, 1999).

4.35  --   9 1/2% Subordinated Note due June 18, 2001, payable by the
           Company to Eos Partners, L.P. (incorporated by reference
           from the Registrant's Current Report on Form 8-K dated June
           29, 1999).

4.36  --   Form of warrant attached as Annex A to Exhibits 4.34 and
           4.35. (incorporated by reference from the Registrant's
           Current Report on Form 8-K dated June 29, 1999)

4.37  --   Rights Agreement dated May 5, 1999, between the Company and
           American Stock Transfer & Trust Co., as Rights Agent
           (incorporated by reference from the Registrant's Current
           Report on Form 8-K dated May 5, 1999).

4.38  --   Resolution Establishing a Series of Preferred Stock dated
           May 5, 1999 (incorporated by reference from the Registrant's
           Current Report on Form 8-K dated May 5, 1999).

4.39  --   Form of Right Certificate (incorporated by reference from
           the Registrant's Current Report on Form 8-K dated May 5,
           1999).

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

23.1  --   Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
           5.1).
*23.2 --   Consent of Ernst & Young LLP with respect to the financial
           statements of The Meridian Resource Corporation.

*23.3 --   Consent of Ryder Scott Petroleum Company.

*23.4 --   Consent of T.J. Smith & Company

24.1  --   Powers of Attorney (included on page II-5 of this
           Registration Statement).

*Filed herewith.

      As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant
has not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Registrant and its subsidiaries
because the total amount of securities authorized under any of such instruments
does not exceed 10% of the total assets of the Registrant and its subsidiaries
on a consolidated basis. The Registrant agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.