As filed with the Securities and Exchange Commission on August 7, 1997.
                             Registration  No. 333-          
                                                                 
  
                        SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                   FORM S-8
                             REGISTRATION STATEMENT
                                   UNDER
                            THE SECURITIES ACT OF 1933



                         MIDCOAST ENERGY RESOURCES, INC.
              (Exact name of registrant as specified in its charter)




                                 Nevada
        (State or Other Jurisdiction ofIncorporation or Organization)

                                76-0378638
                    (I.R.S. EmployerIdentification No.)

                       1100 Louisiana, Suite 2950
                          Houston, Texas 77002
   (Address, including Zip Code, of Registrant's Principal Executive Offices)


                      MIDCOAST ENERGY RESOURCES, INC.
                         1996 INCENTIVE STOCK PLAN
               1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                        (Full Title of the Plans)



                   Name, Address and Telephone
                   Number of Agent for Service:

                         Dan C. Tutcher
             President and Chief Executive Officer
                Midcoast Energy Resources, Inc.
                   1100 Louisiana, Suite 2950
                      Houston, Texas 77002
                     Phone:  (713) 650-8900
                      Fax:  (713) 650-3232
                    Copy of communications to:


                         Robert G. Reedy
                     Porter & Hedges, L.L.P.
                          700 Louisiana
                    Houston, Texas 77002-2764
                      Phone:  (713) 226-0600
                       Fax:  (713) 228-1331



CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered - Common Stock, par value $.01 per share

Amount to be Registered(1) - 280,000

Proposed Maximum Offering Price per Share(2) - $18.19

Proposed Maximum Aggregate Offering Price(2) - $5,093,200.

Amount of Registration Fee - $1,543.39


(1)   Pursuant to Rule 416(a), also registered hereunder is an indeterminate 
      number of shares of Common Stock issuable
      as a result of the anti-dilution provision of the Midcoast Energy 
      Resources, Inc. 1996 Incentive Stock Plan (the "Incentive Plan") and
      the 1997 Non-Employee Director Stock Option Plan (the "Director Plan"
      and, together with the Incentive Plan, the "Plans").

(2)   Pursuant to Rule 457(c), the registration fee is calculated on the basis 
      of the average of the high and low price of the Common Stock on the 
      American Stock Exchange Composite Tape on July 31, 1997, $18.19 per share.
      Pursuant to Rule 457(h), the registration fee is calculated with respect 
      to the maximum number of the registrant's securities issuable under
      the Plans.<PAGE>
      

                                  PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

              ITEM 3.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   Midcoast Energy Resources, Inc., a Nevada corporation (the "Company"), 
hereby incorporates by reference into this registration statement (the 
"Registration Statement") (i) the contents of its Prospectus, as filed with 
the Securities and Exchange Commission (the "Commission") on June 27, 1997, 
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the 
"Securities Act") and (ii) the Company's quarterly report on Form 10-QSB for 
the fiscal quarter ended March 31, 1997, filed with the Commission on May 15,
1997, as supplemented by Form 10-QSB/A, filed with the Commission on May 22, 
1997.  The Company's Prospectus filed on June 27, 1997 also contains a 
description of the Company's securities registered under Section 12 of the 
Securities Exchange Act of 1934 (the "Exchange Act").

   All documents filed by the Company with the Commission pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the 
filing date of this Registration Statement and prior to the filing of a 
post-effective amendment to this Registration Statement 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 such 
documents.  The Company will provide without charge to each participant
in each of the Company's 1996 Incentive Stock Plan and the 1997 Non-Employee
Director Stock Option Plan, upon written or oral request of such person, a copy 
(without exhibits, unless such exhibits are specifically incorporated by
reference) of any or all of the documents incorporated by reference pursuant 
to this Item 3.

 ITEM 4.DESCRIPTION OF SECURITIES

   Not Applicable.

 ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL

   Not Applicable.

 ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS

   The Company's articles of incorporation ("Articles") contain indemnification 
provisions which are consistent with those contained in the General Corporation 
Law of Nevada (the "NGCL").  Accordingly, the Company generally may
indemnify its directors and officers against liabilities and expenses to which 
they may become subject or which they may incur as a result of being or having 
been a director, officer, employee or agent of the Company.

   The following discussion of the NGCL and the Company's Articles and bylaws 
of the Company ("Bylaws") is not intended to be exhaustive and is qualified in 
its entirety by the NGCL and such Articles and Bylaws.

   Limitation on Director Liability.  As permitted by Section 78.037 of the 
NGCL, the Company's Articles eliminate the liability of its directors and
officers to the Company and its stockholders for damages for breach of fiduciary
duty, except for (i) acts or omissions which involve intentional misconduct, 
fraud of a knowing violation of law, or (ii) for the payment of dividends in 
violation of the NGCL.  To the extent that this provision limits the remedies 
of the Company and its stockholders to equitable remedies it might reduce the 
likelihood of derivative litigation and discourage the Company's management or 
stockholders from initiating litigation against its directors or officers for 
breach of their fiduciary duties.  Additionally, equitable remedies may not be 
effective in many situations.  If a stockholder's only remedy is to enjoin the 
completion of an action, such remedy would be ineffective if the stockholder 
does not become aware of a transaction or event until after it has been 
completed.  In such a situation, it is possible that the Company and
its stockholders would have no effective remedy against the directors and 
officers.

   Indemnification.  The NGCL provides that a corporation may indemnify any 
person who was or is a party or is threatened to be made a party, by reason of 
the fact that such person was an officer or director of such corporation, or
is or was serving at the request of such corporation as a director, officer, 
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, to (x) any action or suit by or in the right of the 
corporation against expenses, including amounts paid in settlement and 
attorneys' fees, actually and reasonably incurred, in connection with the
defense or settlement believed to be in, or not opposed to, the best interests 
of the corporation, except that indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court
of competent jurisdiction to be liable to the corporation or for amounts paid 
in settlement to the corporation and (y) any other action or suit or proceeding 
against expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement, actually and reasonably incurred, if he or she acted in 
good faith and in a manner which he or she reasonably believed to be in, or not 
opposed to, reasonable cause to believe his or her conduct was unlawful.  To 
the extent that a director, officer, employee or agent has been "successful on 
the merits or otherwise" the corporation must indemnify such person.  The 
articles of incorporation or bylaws may provide that the expenses of officers 
and directors incurredin defending any such action must be paid as incurred and 
in advance of the final disposition of such action.  The NGCL
also permits the Registrant to purchase and maintain insurance on behalf of the 
Registrant's directors and officers against any liability arising out of their 
status as such, whether or not the Registrant would have the power to indemnify 
him against such liability.  These provisions may be sufficiently broad to 
indemnify such persons for liabilities arising under the Securities Act.

   The Company's Articles and Bylaws provide that the Company shall, to the 
fullest extent not prohibited by applicable law, indemnify any director or 
officer of the Company in connection with certain actions, suits or
proceedings, against expenses, including attorney's fees, judgments, fines and 
amounts paid in settlement actually and reasonably incurred.  The Company is
also required to pay any expenses incurred by a director or officer in 
defending such an action, in advance of the final disposition of such action.
The Company's Articles and Bylaws further provide that, by resolution of the
Board, such benefits may be extended to employees, agents or other 
representatives of the Company.  In addition, the Company's Articles and Bylaws 
provide that all rights to indemnification and advancement of expenses are
deemed to arise out of a contract between the Company and each person to be 
indemnified which may be evidenced by a separate contract between the 
Company and each such person.

   The NGCL provides that a corporation's articles of incorporation may contain 
a provision which eliminates or limits the personal liability of a director
or officer to the corporation or its stockholders for damages for breach of 
fiduciary duty as a director or officer, provided that such a provision must
not eliminate or limit the liability of a director or officer
for:  (a) acts or omissions which involve intentional misconduct, fraud or a 
knowing violation of law; or (b) the payment of illegal distributions.  The 
Company's Articles include a provision eliminating the personal liability of
directors for breach of fiduciary duty except that such provision will not
eliminate or limit any liability which may not be so eliminated or limited 
under applicable law.

   The Company's Bylaws provide that the Registrant may maintain insurance, at 
its expense, to protect itself and any of its directors, officers, employees or 
agents or any person serving at the request of the Registrant as a director, 
officer, employee or agent of another corporation, partnership, joint venture, 
trust or other enterprise, against any expense, liability or loss, whether or 
not the Registrant would have the power to indemnify such person against such 
expense, liability or loss under the NGCL.

   Pursuant to certain indemnity agreements executed by each current director 
and executive officer, the Company must indemnify, defend and hold harmless its 
directors and officers from and against any loss, liability or claim arising
out of or relating to their capacities as such.  There is in effect for the 
Company an insurance policy providing directors and officers with 
indemnification, subject to certain exclusions and to the extent not otherwise 
indemnified by the Company, against loss (including expenses incurred in the 
defense of actions, suits or proceedings in connection therewith) arising from 
any negligent act, error, omission or breach of duty while acting in their 
capacity as directors and officers of the Company.  The policy also reimburses 
the Company for liability incurred in the indemnification of its directors and 
officers.

   Insofar as indemnification for liabilities arising out of the Securities Act 
may be permitted to directors, officers and controlling persons of the Company 
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as 
expressed in the Securities Act, and is, therefore unenforceable.  In the event 
that a claim for indemnification against such liabilities (other than the 
payment by 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, and will be governed by the final adjudication of such issue.

 ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED

   Not Applicable.

 ITEM 8.EXHIBITS

   Exhibits

   Description

4.1
 
Shareholder Agreement by and between Midcoast Energy Resources, Inc. and Bill G.
Bray dated April 30, 1994 (Incorporated by reference from Midcoast Form 
10-KSB for the fiscal year ended December 31, 1994).


4.2
 
Shareholder Agreement by and between Midcoast Energy Resources, Inc. and Duane 
S. Herbst dated April 30, 1994 (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1994).


4.3
 
Shareholder Agreement by and between Midcoast Energy Resources, Inc. and Richard
A. Robert dated April 30, 1994 (Incorporated by reference from Midcoast Form 
10-KSB for the fiscal year ended December 31, 1994).


4.4
 
Shareholder Agreement by and between Midcoast Energy Resources, Inc. and Iris J.
Berthelot, II dated April 30, 1994 (Incorporated by reference from Midcoast 
Form 10-KSB for the fiscal year ended December 31, 1994).


4.5
 
Specimen Certificate for Shares of Common Stock, par value $.01 per share.  
(Incorporated by reference from Midcoast Registration Statement on Form SB-2 
(No. 333-4643) dated August 8, 1996).


4.6
 
Representative's Warrants.  (Incorporated by reference from Midcoast 
Registration Statement on Form SB-2 (No. 333-4643) dated August 8, 1996).


4.7
 
Voting Proxy Agreement by and between Midcoast Energy Resources, Inc., Stevens
G. Herbst, Kenneth B. Holmes, Jr., Rainbow Investments Company and Texas 
Commerce Bank National Association.  (Incorporated by reference from Midcoast 
Registration Statement on Form SB-2 (No. 333-4643) dated August 8, 1996).


4.8
 
Registration Rights Agreement by and between Midcoast Energy Resources, Inc. 
and Stevens G. Herbst. (Incorporated by reference from Midcoast Registration 
Statement on Form SB-2 (No. 333-4643) dated August 8, 1996).


4.9
 
Registration Rights Agreement by and between Midcoast Energy Resources, Inc. 
and Kenneth B. Holmes, Jr.  (Incorporated by reference from Midcoast 
Registration Statement on Form SB-2 (No. 333-4643) dated August 8, 1996).


4.10
 
Registration Rights Agreement by and between Midcoast Energy Resources, Inc. 
and Rainbow Investments Company.  (Incorporated by reference from Midcoast 
Registration Statement on Form SB-2 (No. 333-4643) dated August 8, 1996).


4.11
 
1996 Incentive Stock Plan.  (Incorporated by reference to Exhibit 10.56 from 
Midcoast Registration Statement on Form SB-2 (No. 333-4643) dated August 8, 
1996.)


4.12
 
Midcoast Energy Resources, Inc. 1997 Non-Employee Director Stock Option Plan 
(Incorporated by reference to Exhibit 10.8 from Midcoast Form 10-QSB for the 
three-month period ended March 31, 1997).


5.1
 
Opinion of Porter & Hedges, L.L.P. with respect to legality of securities 
(filed herewith).


23.1
 
Consent of Hein + Associates LLP (filed herewith).


23.2
 
Consent of Porter & Hedges, L.L.P. (included in Exhibit 5).


24.1
 
Powers of Attorney (included on signature page).


 ITEM 9.UNDERTAKINGS

    (a)Undertaking to Update

   The undersigned registrant hereby undertakes:

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

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

    (ii)reflect in the prospectus any facts or events arising after the 
        effective date of the Registration Statement (or the most recent 
        post-effective amendment thereof) which, individually or in the 
        aggregate, represent a fundamental change in the information in the 
        Registration Statement; and 

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

   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
   the information required to be included in a post-effective amendment by 
   those paragraphs is contained in periodic reports filed by the Registrant
   pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by 
   reference in the Registration Statement.

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

(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.

    (b)Undertaking With Respect to Documents Incorporated by Reference

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

    (c)Undertaking With Respect to Indemnification

Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against 
public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by 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 and will be governed by the final
adjudication of such issue.
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As filed with the Securities and Exchange Commission on August 7, 1997.
                             Registration  No. 333-          
                                                                 
  
                        SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8
                             REGISTRATION STATEMENT
                                   UNDER
                            THE SECURITIES ACT OF 1933

                         MIDCOAST ENERGY RESOURCES, INC.
              (Exact name of registrant as specified in its charter)

                                 Nevada
        (State or Other Jurisdiction ofIncorporation or Organization)

                                76-0378638
                    (I.R.S. EmployerIdentification No.)

                       1100 Louisiana, Suite 2950
                          Houston, Texas 77002
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                      MIDCOAST ENERGY RESOURCES, INC.
                         1996 INCENTIVE STOCK PLAN
               1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                        (Full Title of the Plans)

                   Name, Address and Telephone
                   Number of Agent for Service:

                         Dan C. Tutcher
             President and Chief Executive Officer
                Midcoast Energy Resources, Inc.
                   1100 Louisiana, Suite 2950
                      Houston, Texas 77002
                     Phone:  (713) 650-8900
                      Fax:  (713) 650-3232
                    Copy of communications to:

                         Robert G. Reedy
                     Porter & Hedges, L.L.P.
                          700 Louisiana
                    Houston, Texas 77002-2764
                      Phone:  (713) 226-0600
                       Fax:  (713) 228-1331

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered - Common Stock, par value $.01 per share

Amount to be Registered(1) - 280,000

Proposed Maximum Offering Price per Share(2) - $18.19

Proposed Maximum Aggregate Offering Price(2) - $5,093,200.

Amount of Registration Fee - $1,543.39

(1)   Pursuant to Rule 416(a), also registered hereunder is an indeterminate 
      number of shares of Common Stock issuable
      as a result of the anti-dilution provision of the Midcoast Energy 
      Resources, Inc. 1996 Incentive Stock Plan (the "Incentive Plan") and
      the 1997 Non-Employee Director Stock Option Plan (the "Director Plan"
      and, together with the Incentive Plan, the "Plans").

(2)   Pursuant to Rule 457(c), the registration fee is calculated on the basis 
      of the average of the high and low price of the Common Stock on the 
      American Stock Exchange Composite Tape on July 31, 1997, $18.19 per share.
      Pursuant to Rule 457(h), the registration fee is calculated with respect 
      to the maximum number of the registrant's securities issuable under
      the Plans.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

              ITEM 3.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   Midcoast Energy Resources, Inc., a Nevada corporation (the "Company"), 
hereby incorporates by reference into this registration statement (the 
"Registration Statement") (i) the contents of its Prospectus, as filed with 
the Securities and Exchange Commission (the "Commission") on June 27, 1997, 
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the 
"Securities Act") and (ii) the Company's quarterly report on Form 10-QSB for 
the fiscal quarter ended March 31, 1997, filed with the Commission on May 15,
1997, as supplemented by Form 10-QSB/A, filed with the Commission on May 22, 
1997.  The Company's Prospectus filed on June 27, 1997 also contains a 
description of the Company's securities registered under Section 12 of the 
Securities Exchange Act of 1934 (the "Exchange Act").

   All documents filed by the Company with the Commission pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the 
filing date of this Registration Statement and prior to the filing of a 
post-effective amendment to this Registration Statement 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 such 
documents.  The Company will provide without charge to each participant
in each of the Company's 1996 Incentive Stock Plan and the 1997 Non-Employee
Director Stock Option Plan, upon written or oral request of such person, a copy 
(without exhibits, unless such exhibits are specifically incorporated by
reference) of any or all of the documents incorporated by reference pursuant 
to this Item 3.

 ITEM 4.DESCRIPTION OF SECURITIES

   Not Applicable.

 ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL

   Not Applicable.

 ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS

   The Company's articles of incorporation ("Articles") contain indemnification 
provisions which are consistent with those contained in the General Corporation 
Law of Nevada (the "NGCL").  Accordingly, the Company generally may
indemnify its directors and officers against liabilities and expenses to which 
they may become subject or which they may incur as a result of being or having 
been a director, officer, employee or agent of the Company.

   The following discussion of the NGCL and the Company's Articles and bylaws 
of the Company ("Bylaws") is not intended to be exhaustive and is qualified in 
its entirety by the NGCL and such Articles and Bylaws.

   Limitation on Director Liability.  As permitted by Section 78.037 of the 
NGCL, the Company's Articles eliminate the liability of its directors and
officers to the Company and its stockholders for damages for breach of fiduciary
duty, except for (i) acts or omissions which involve intentional misconduct, 
fraud of a knowing violation of law, or (ii) for the payment of dividends in 
violation of the NGCL.  To the extent that this provision limits the remedies 
of the Company and its stockholders to equitable remedies it might reduce the 
likelihood of derivative litigation and discourage the Company's management or 
stockholders from initiating litigation against its directors or officers for 
breach of their fiduciary duties.  Additionally, equitable remedies may not be 
effective in many situations.  If a stockholder's only remedy is to enjoin the 
completion of an action, such remedy would be ineffective if the stockholder 
does not become aware of a transaction or event until after it has been 
completed.  In such a situation, it is possible that the Company and
its stockholders would have no effective remedy against the directors and 
officers.

   Indemnification.  The NGCL provides that a corporation may indemnify any 
person who was or is a party or is threatened to be made a party, by reason of 
the fact that such person was an officer or director of such corporation, or
is or was serving at the request of such corporation as a director, officer, 
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, to (x) any action or suit by or in the right of the 
corporation against expenses, including amounts paid in settlement and 
attorneys' fees, actually and reasonably incurred, in connection with the
defense or settlement believed to be in, or not opposed to, the best interests 
of the corporation, except that indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court
of competent jurisdiction to be liable to the corporation or for amounts paid 
in settlement to the corporation and (y) any other action or suit or proceeding 
against expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement, actually and reasonably incurred, if he or she acted in 
good faith and in a manner which he or she reasonably believed to be in, or not 
opposed to, reasonable cause to believe his or her conduct was unlawful.  To 
the extent that a director, officer, employee or agent has been "successful on 
the merits or otherwise" the corporation must indemnify such person.  The 
articles of incorporation or bylaws may provide that the expenses of officers 
and directors incurredin defending any such action must be paid as incurred and 
in advance of the final disposition of such action.  The NGCL
also permits the Registrant to purchase and maintain insurance on behalf of the 
Registrant's directors and officers against any liability arising out of their 
status as such, whether or not the Registrant would have the power to indemnify 
him against such liability.  These provisions may be sufficiently broad to 
indemnify such persons for liabilities arising under the Securities Act.

   The Company's Articles and Bylaws provide that the Company shall, to the 
fullest extent not prohibited by applicable law, indemnify any director or 
officer of the Company in connection with certain actions, suits or
proceedings, against expenses, including attorney's fees, judgments, fines and 
amounts paid in settlement actually and reasonably incurred.  The Company is
also required to pay any expenses incurred by a director or officer in 
defending such an action, in advance of the final disposition of such action.
The Company's Articles and Bylaws further provide that, by resolution of the
Board, such benefits may be extended to employees, agents or other 
representatives of the Company.  In addition, the Company's Articles and Bylaws 
provide that all rights to indemnification and advancement of expenses are
deemed to arise out of a contract between the Company and each person to be 
indemnified which may be evidenced by a separate contract between the 
Company and each such person.

   The NGCL provides that a corporation's articles of incorporation may contain 
a provision which eliminates or limits the personal liability of a director
or officer to the corporation or its stockholders for damages for breach of 
fiduciary duty as a director or officer, provided that such a provision must
not eliminate or limit the liability of a director or officer
for:  (a) acts or omissions which involve intentional misconduct, fraud or a 
knowing violation of law; or (b) the payment of illegal distributions.  The 
Company's Articles include a provision eliminating the personal liability of
directors for breach of fiduciary duty except that such provision will not
eliminate or limit any liability which may not be so eliminated or limited 
under applicable law.

   The Company's Bylaws provide that the Registrant may maintain insurance, at 
its expense, to protect itself and any of its directors, officers, employees or 
agents or any person serving at the request of the Registrant as a director, 
officer, employee or agent of another corporation, partnership, joint venture, 
trust or other enterprise, against any expense, liability or loss, whether or 
not the Registrant would have the power to indemnify such person against such 
expense, liability or loss under the NGCL.

   Pursuant to certain indemnity agreements executed by each current director 
and executive officer, the Company must indemnify, defend and hold harmless its 
directors and officers from and against any loss, liability or claim arising
out of or relating to their capacities as such.  There is in effect for the 
Company an insurance policy providing directors and officers with 
indemnification, subject to certain exclusions and to the extent not otherwise 
indemnified by the Company, against loss (including expenses incurred in the 
defense of actions, suits or proceedings in connection therewith) arising from 
any negligent act, error, omission or breach of duty while acting in their 
capacity as directors and officers of the Company.  The policy also reimburses 
the Company for liability incurred in the indemnification of its directors and 
officers.

   Insofar as indemnification for liabilities arising out of the Securities Act 
may be permitted to directors, officers and controlling persons of the Company 
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as 
expressed in the Securities Act, and is, therefore unenforceable.  In the event 
that a claim for indemnification against such liabilities (other than the 
payment by 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, and will be governed by the final adjudication of such issue.

 ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED

   Not Applicable.

 ITEM 8.EXHIBITS

   Exhibits

   Description

4.1
 
Shareholder Agreement by and between Midcoast Energy Resources, Inc. and Bill G.
Bray dated April 30, 1994 (Incorporated by reference from Midcoast Form 
10-KSB for the fiscal year ended December 31, 1994).

4.2
 
Shareholder Agreement by and between Midcoast Energy Resources, Inc. and Duane 
S. Herbst dated April 30, 1994 (Incorporated by reference from Midcoast Form
10-KSB for the fiscal year ended December 31, 1994).

4.3
 
Shareholder Agreement by and between Midcoast Energy Resources, Inc. and Richard
A. Robert dated April 30, 1994 (Incorporated by reference from Midcoast Form 
10-KSB for the fiscal year ended December 31, 1994).

4.4
 
Shareholder Agreement by and between Midcoast Energy Resources, Inc. and Iris J.
Berthelot, II dated April 30, 1994 (Incorporated by reference from Midcoast 
Form 10-KSB for the fiscal year ended December 31, 1994).

4.5
 
Specimen Certificate for Shares of Common Stock, par value $.01 per share.  
(Incorporated by reference from Midcoast Registration Statement on Form SB-2 
(No. 333-4643) dated August 8, 1996).

4.6
 
Representative's Warrants.  (Incorporated by reference from Midcoast 
Registration Statement on Form SB-2 (No. 333-4643) dated August 8, 1996).

4.7
 
Voting Proxy Agreement by and between Midcoast Energy Resources, Inc., Stevens
G. Herbst, Kenneth B. Holmes, Jr., Rainbow Investments Company and Texas 
Commerce Bank National Association.  (Incorporated by reference from Midcoast 
Registration Statement on Form SB-2 (No. 333-4643) dated August 8, 1996).

4.8
 
Registration Rights Agreement by and between Midcoast Energy Resources, Inc. 
and Stevens G. Herbst. (Incorporated by reference from Midcoast Registration 
Statement on Form SB-2 (No. 333-4643) dated August 8, 1996).

4.9
 
Registration Rights Agreement by and between Midcoast Energy Resources, Inc. 
and Kenneth B. Holmes, Jr.  (Incorporated by reference from Midcoast 
Registration Statement on Form SB-2 (No. 333-4643) dated August 8, 1996).

4.10
 
Registration Rights Agreement by and between Midcoast Energy Resources, Inc. 
and Rainbow Investments Company.  (Incorporated by reference from Midcoast 
Registration Statement on Form SB-2 (No. 333-4643) dated August 8, 1996).

4.11
 
1996 Incentive Stock Plan.  (Incorporated by reference to Exhibit 10.56 from 
Midcoast Registration Statement on Form SB-2 (No. 333-4643) dated August 8, 
1996.)

4.12
 
Midcoast Energy Resources, Inc. 1997 Non-Employee Director Stock Option Plan 
(Incorporated by reference to Exhibit 10.8 from Midcoast Form 10-QSB for the 
three-month period ended March 31, 1997).

5.1
 
Opinion of Porter & Hedges, L.L.P. with respect to legality of securities 
(filed herewith).

23.1
 
Consent of Hein + Associates LLP (filed herewith).

23.2
 
Consent of Porter & Hedges, L.L.P. (included in Exhibit 5).

24.1
 
Powers of Attorney (included on signature page).

 ITEM 9.UNDERTAKINGS

    (a)Undertaking to Update

   The undersigned registrant hereby undertakes:

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

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

    (ii)reflect in the prospectus any facts or events arising after the 
        effective date of the Registration Statement (or the most recent 
        post-effective amendment thereof) which, individually or in the 
        aggregate, represent a fundamental change in the information in the 
        Registration Statement; and 

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

   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
   the information required to be included in a post-effective amendment by 
   those paragraphs is contained in periodic reports filed by the Registrant
   pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by 
   reference in the Registration Statement.

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

(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.

    (b)Undertaking With Respect to Documents Incorporated by Reference

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

    (c)Undertaking With Respect to Indemnification

Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against 
public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by 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 and will be governed by the final
adjudication of such issue.