<PAGE>

As filed with the Securities and Exchange Commission on July 12, 2000.
                                                     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)

            Texas                                                76-0378638
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

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

                            _______________________

                        MIDCOAST ENERGY RESOURCES, INC.
                         EMPLOYEE STOCK PURCHASE PLAN
                           (Full Title of the Plan)
                            _______________________

      Name, Address and Telephone               Copy of communications to:
      Number of Agent for Service:

            Dan C. Tutcher                             Robert G. Reedy
 President and Chief Executive Officer             Porter & Hedges, L.L.P.
    Midcoast Energy Resources, Inc.               700 Louisiana, Suite 3500
      1100 Louisiana, Suite 2950                  Houston, Texas 77002-2764
         Houston, Texas 77002                       Phone: (713) 226-0600
        Phone: (713) 650-8900                        Fax: (713) 228-1331
         Fax: (713) 650-3232

<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                              Proposed Maximum          Proposed
                                            Amount to              Offering         Maximum Aggregate      Amount of
 Title of Securities to be Registered     be Registered(1)    Price per Share(2)    Offering Price(2)    Registration Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                  <C>                   <C>
Common Stock, par value $.01 per share        100,000              $16.3125              $1,631,250           $430.65
==========================================================================================================================
</TABLE>

(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. Employee Stock Purchase
    Plan (the "Plan").

(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 5, 2000, $16.3125 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 Plan.

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

  The following documents we have previously filed with the Securities and
Exchange Commission are incorporated into this registration statement by
reference:

        .    Annual Report on Form 10-K for the year ended December 31, 1999;

        .    Quarterly Report on Form 10-Q for the period ended March 31, 2000;

        .    Definitive Proxy Statement on Schedule 14A filed on April 14, 2000;
             and

        .    The description of our common stock contained in our Form 8-K filed
             on September 29, 1999, including any amendments or reports filed
             for the purpose of updating the description.

        All documents we file with the Securities and Exchange 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.

Item 4. Description of Securities

        Not Applicable

Item 5. Interests of Named Experts and Counsel

        Not Applicable

Item 6. Indemnification of Officers and Directors

        Our Articles of Incorporation and Bylaws require us to indemnify our
directors and officers to the fullest extent permitted under Texas law. Our
Articles of Incorporation limit the personal liability of a director to the
corporation or its shareholders to damages for: (i) any breach of the director's
duty of loyalty to the Company or its shareholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) an act or omission for which the liability of a director is expressly
provided for by an applicable statute, or (iv) any transaction from which the
director derived an improper personal benefit.

        Furthermore, pursuant to certain indemnity agreements executed by each
current director and executive officer, we must indemnify, defend and hold
harmless our directors and officers from and against any loss, liability or
claim arising out of or relating to their capacities as such. We have in effect
an insurance policy providing directors and officers with indemnification,
subject to certain exclusions and to the extent not otherwise indemnified by us,
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 our directors and
officers. The policy also reimburses us for liability incurred in the
indemnification of our directors and officers.

        Summary of Texas Law.  The following is a summary of the indemnification
provisions of Texas law.

        Scope.  A corporation is permitted to provide indemnification or
        -----
advancement of expenses, by a bylaw provision, agreement, security arrangement
or otherwise against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by an indemnified party in connection with a
proceeding. However, if the person is found liable to the corporation, or if the
person is found liable on the basis he received an improper personal benefit,
indemnification under Texas law is limited to the reimbursement of reasonable
expenses, and no indemnification will be available if the person is found liable
for willful or intentional misconduct.

        Advancement of Expenses.  Reasonable court costs and attorneys' fees
        -----------------------
incurred by a director who was, is, or is threatened to be made a named
defendant or respondent in a proceeding because the person is or was a director
of

                                       2
<PAGE>

such corporation may be paid or reimbursed by the corporation in advance of the
final disposition of the proceeding after the corporation receives (i) a written
affirmation by the director of his good faith belief that he has met the
standard of conduct necessary for indemnification under Texas law and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not met those requirements
or if indemnification for such expenses is precluded under Texas law.

         Procedure for Indemnification.  Texas law provides that a determination
         -----------------------------
that indemnification is appropriate under Texas law shall be made (i) by a
majority vote of a quorum consisting of directors who are not party to the
proceeding, (ii) if such a quorum cannot be obtained, by a special committee of
the board of directors consisting of  at least two directors not party to the
proceeding, (iii) by special  legal counsel, or (iv) by stockholder vote.

         Mandatory Indemnification.  Under Texas law, indemnification by the
         -------------------------
corporation is mandatory only if the director is wholly successful, on the
merits or otherwise, in the defense of the proceeding.

         Insurance.  Texas law allows a corporation to purchase and maintain
         ---------
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation against any liability asserted against such person and
incurred by such person in such a capacity or arising out of his status as such
a person whether or not the corporation would have the power to indemnify him
against that liability. In addition, a corporation may also establish and
maintain arrangements, other than insurance, to protect these individuals,
including a trust fund or surety arrangement.

         Standard of Care.  In general, directors are charged with the duty in
         ----------------
their decision-making process and oversight responsibilities to act as would a
reasonably prudent person in the conduct of such person's own affairs.

         Stockholder Reports.  Texas law requires a report to the stockholders
         -------------------
upon indemnification or advancement of expenses.

         Limited Liability of Directors.  Texas law permits a corporation to
         ------------------------------
eliminate in its charter all monetary liability of a director to the corporation
or its stockholders for conduct in the performance of such director's duties.
However, Texas law does not permit any limitation of the liability of a director
for: (i) breaching the duty of loyalty to the corporation or its stockholders;
(ii) failing to act in good faith; (iii) engaging in intentional misconduct or a
known violation of law; (iv) engaging in a transaction from which the director
obtains an improper benefit; or (v) violating applicable statutes which
expressly provide for the liability of a director.

Item 7.  Exemption From Registration Claimed

         Not Applicable

Item 8.  Exhibits

   Exhibits                                  Description
   --------                                  -----------

     4.1  --    Midcoast Energy Resources, Inc. Employee Stock Purchase Plan.
                (Incorporated by reference to Exhibit C from the Midcoast
                Definitive 1999 Annual Meeting Proxy on Schedule 14A filed April
                19, 1999).

     4.2  --    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).

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

     4.4  --    Voting Proxy Agreement dated August 5, 1996, 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).

     4.5  --    Registration Rights Agreement dated August 5, 1996, 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).

     4.6  --    Registration Rights Agreement dated August 5, 1996, 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).

                                       3
<PAGE>

   Exhibits                                  Description
   --------                                  -----------

     4.7  --    Registration Rights Agreement dated August 5, 1996, 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).

     4.8   --   Executive Severance Agreement by and between Midcoast Energy
                Resources, Inc. and Dan Tutcher, dated August 15, 1997.
                (Incorporated by reference from Form 10-K for the year ended
                December 31, 1997 as Exhibit 4.11).

     4.9   --   Executive Severance Agreement by and between Midcoast Energy
                Resources, Inc. and I.J. Berthelot, II, dated August 15, 1997.
                (Incorporated by reference from Form 10-K for the year ended
                December 31, 1997 as Exhibit 4.12).

     4.10  --   Executive Severance Agreement by and between Midcoast Energy
                Resources, Inc. and Richard Robert, dated August 15, 1997.
                (Incorporated by reference from Form 10-K for the year ended
                December 31, 1997 as Exhibit 4.13).

     4.11  --   Executive Severance Agreement by and between Midcoast Energy
                Resources, Inc. and Duane Herbst, dated August 15, 1997.
                (Incorporated by reference from Form 10-K for the year ended
                December 31, 1997 as Exhibit 4.14).

     4.12  --   First Amendment to Voting/Proxy Agreement dated April 29, 1998
                by and between Midcoast Energy Resources, Inc. and Steven G.
                Herbst, June Herbst, Kenneth Holmes, Jr., Dorothy C. Holmes and
                Rainbow Investments Company and Chase Bank of Texas.
                (Incorporated by reference from Form 10-Q for the three months
                ended March 31, 1998 as Exhibit 4.14).

     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 PricewaterhouseCoopers LLP (filed herewith).

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

    24.1   --   Powers of Attorney (included on signature page).


Item 9.  Undertakings

         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:

                  (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 the registration statement (or the most
             recent post-effect amendment thereof) which, individually or in the
             aggregate, represent a fundamental change in the information set
             forth in the 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 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.

                  (iii) To 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.

             (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 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.

                                       4

<PAGE>

     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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising out of the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, we have 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 us of
expenses incurred or paid by one of our directors, officers or controlling
persons in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act, and will be governed
by the final adjudication of such issue.

                                       5
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 11, 2000.

                                 MIDCOAST ENERGY RESOURCES, INC.


                                 By:  /s/ DAN C. TUTCHER
                                     -------------------------------------
                                      Dan C. Tutcher, Chairman of the Board,
                                      President and Chief Executive Officer

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Dan C. Tutcher and Duane S. Herbert, and each of them,
either 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 to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto such 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 in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them, or
the substitute or substitutes of either of them, may lawfully do or cause to be
done by virtue hereof.

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

<TABLE>
<CAPTION>
            Signature                               Title                          Date
            ---------                               -----                          ----
<S>                                 <C>                                     <C>
     /s/ DAN C. TUTCHER             Chairman of the Board, President and         July 11, 2000
--------------------------------
         Dan C. Tutcher                  Chief Executive Officer
                                       (Principal Executive Officer)

     /s/ I. J. BERTHELOT, II              Executive Vice President,              July 11, 2000
--------------------------------
         I. J. Berthelot, II        Chief Operating Officer and Director

     /s/ RICHARD A. ROBERT          Chief Financial Officer and Treasurer        July 11, 2000
--------------------------------
         Richard A. Robert                (Principal Financial and
                                             Accounting Officer)

     /s/ TED COLLINS, JR.                         Director                       July 11, 2000
--------------------------------
         Ted Collins, Jr.

     /s/ CURTIS J. DUFOUR, III                    Director                       July 11, 2000
--------------------------------
         Curtis J. Dufour, III

     /s/ RICHARD N. RICHARDS                      Director                       July 11, 2000
----------------------------------
         Richard N. Richards

     /s/ BRUCE M. WITHERS                         Director                       July 11, 2000
----------------------------------
         Bruce M. Withers
</TABLE>

                                       6
<PAGE>

                               INDEX TO EXHIBITS

   Exhibits                                Description
   --------                                -----------

     4.1  --  Midcoast Energy Resources, Inc. Employee Stock Purchase Plan.
              (Incorporated by reference to Exhibit C from the Midcoast
              Definitive 1999 Annual Meeting Proxy on Schedule 14A filed April
              19, 1999).

     4.2  --  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).

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

     4.4  --  Voting Proxy Agreement dated August 5, 1996, 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).

     4.5  --  Registration Rights Agreement dated August 5, 1996, 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).

     4.6  --  Registration Rights Agreement dated August 5, 1996, 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).

     4.7  --  Registration Rights Agreement dated August 5, 1996, 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).

     4.8  --  Executive Severance Agreement by and between Midcoast Energy
              Resources, Inc. and Dan Tutcher, dated August 15, 1997.
              (Incorporated by reference from Form 10-K for the year ended
              December 31, 1997 as Exhibit 4.11).

     4.9  --  Executive Severance Agreement by and between Midcoast Energy
              Resources, Inc. and I.J. Berthelot, II, dated August 15, 1997.
              (Incorporated by reference from Form 10-K for the year ended
              December 31, 1997 as Exhibit 4.12).

     4.10 --  Executive Severance Agreement by and between Midcoast Energy
              Resources, Inc. and Richard Robert, dated August 15, 1997.
              (Incorporated by reference from Form 10-K for the year ended
              December 31, 1997 as Exhibit 4.13).

     4.11 --  Executive Severance Agreement by and between Midcoast Energy
              Resources, Inc. and Duane Herbst, dated August 15, 1997.
              (Incorporated by reference from Form 10-K for the year ended
              December 31, 1997 as Exhibit 4.14).

     4.12 --  First Amendment to Voting/Proxy Agreement dated April 29, 1998 by
              and between Midcoast Energy Resources, Inc. and Steven G. Herbst,
              June Herbst, Kenneth Holmes, Jr., Dorothy C. Holmes and Rainbow
              Investments Company and Chase Bank of Texas. (Incorporated by
              reference from Form 10-Q for the three months ended March 31, 1998
              as Exhibit 4.14).

     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 PricewaterhouseCoopers LLP (filed herewith).

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

    24.1  --  Powers of Attorney (included on signature page).

                                       7
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{"company-data": {"conformed-name": "MIDCOAST ENERGY RESOURCES INC", "cik": "0000276327", "assigned-sic": "4923", "irs-number": "760378638", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41296", "film-number": "671998"}, "business-address": {"street1": "1100 LOUISIANA", "street2": "STE 2950", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7136508900"}, "mail-address": {"street1": "1100 LOUISANA", "street2": "SUITE 3030", "city": "HOUSTON", "state": "TX", "zip": "77002"}, "former-company": {"former-conformed-name": "NUGGET OIL CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on July 12, 2000.
                                                     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)

            Texas                                                76-0378638
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

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

                            _______________________

                        MIDCOAST ENERGY RESOURCES, INC.
                         EMPLOYEE STOCK PURCHASE PLAN
                           (Full Title of the Plan)
                            _______________________

      Name, Address and Telephone               Copy of communications to:
      Number of Agent for Service:

            Dan C. Tutcher                             Robert G. Reedy
 President and Chief Executive Officer             Porter & Hedges, L.L.P.
    Midcoast Energy Resources, Inc.               700 Louisiana, Suite 3500
      1100 Louisiana, Suite 2950                  Houston, Texas 77002-2764
         Houston, Texas 77002                       Phone: (713) 226-0600
        Phone: (713) 650-8900                        Fax: (713) 228-1331
         Fax: (713) 650-3232
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                              Proposed Maximum          Proposed
                                            Amount to              Offering         Maximum Aggregate      Amount of
 Title of Securities to be Registered     be Registered(1)    Price per Share(2)    Offering Price(2)    Registration Fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share        100,000              $16.3125              $1,631,250           $430.65
==========================================================================================================================
(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. Employee Stock Purchase
    Plan (the "Plan").

(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 5, 2000, $16.3125 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 Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

  The following documents we have previously filed with the Securities and
Exchange Commission are incorporated into this registration statement by
reference:

        .    Annual Report on Form 10-K for the year ended December 31, 1999;

        .    Quarterly Report on Form 10-Q for the period ended March 31, 2000;

        .    Definitive Proxy Statement on Schedule 14A filed on April 14, 2000;
             and

        .    The description of our common stock contained in our Form 8-K filed
             on September 29, 1999, including any amendments or reports filed
             for the purpose of updating the description.

        All documents we file with the Securities and Exchange 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.

Item 4. Description of Securities

        Not Applicable

Item 5. Interests of Named Experts and Counsel

        Not Applicable

Item 6. Indemnification of Officers and Directors

        Our Articles of Incorporation and Bylaws require us to indemnify our
directors and officers to the fullest extent permitted under Texas law. Our
Articles of Incorporation limit the personal liability of a director to the
corporation or its shareholders to damages for: (i) any breach of the director's
duty of loyalty to the Company or its shareholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) an act or omission for which the liability of a director is expressly
provided for by an applicable statute, or (iv) any transaction from which the
director derived an improper personal benefit.

        Furthermore, pursuant to certain indemnity agreements executed by each
current director and executive officer, we must indemnify, defend and hold
harmless our directors and officers from and against any loss, liability or
claim arising out of or relating to their capacities as such. We have in effect
an insurance policy providing directors and officers with indemnification,
subject to certain exclusions and to the extent not otherwise indemnified by us,
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 our directors and
officers. The policy also reimburses us for liability incurred in the
indemnification of our directors and officers.

        Summary of Texas Law.  The following is a summary of the indemnification
provisions of Texas law.

        Scope.  A corporation is permitted to provide indemnification or
        -----
advancement of expenses, by a bylaw provision, agreement, security arrangement
or otherwise against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by an indemnified party in connection with a
proceeding. However, if the person is found liable to the corporation, or if the
person is found liable on the basis he received an improper personal benefit,
indemnification under Texas law is limited to the reimbursement of reasonable
expenses, and no indemnification will be available if the person is found liable
for willful or intentional misconduct.

        Advancement of Expenses.  Reasonable court costs and attorneys' fees
        -----------------------
incurred by a director who was, is, or is threatened to be made a named
defendant or respondent in a proceeding because the person is or was a director
of

                                       2
such corporation may be paid or reimbursed by the corporation in advance of the
final disposition of the proceeding after the corporation receives (i) a written
affirmation by the director of his good faith belief that he has met the
standard of conduct necessary for indemnification under Texas law and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not met those requirements
or if indemnification for such expenses is precluded under Texas law.

         Procedure for Indemnification.  Texas law provides that a determination
         -----------------------------
that indemnification is appropriate under Texas law shall be made (i) by a
majority vote of a quorum consisting of directors who are not party to the
proceeding, (ii) if such a quorum cannot be obtained, by a special committee of
the board of directors consisting of  at least two directors not party to the
proceeding, (iii) by special  legal counsel, or (iv) by stockholder vote.

         Mandatory Indemnification.  Under Texas law, indemnification by the
         -------------------------
corporation is mandatory only if the director is wholly successful, on the
merits or otherwise, in the defense of the proceeding.

         Insurance.  Texas law allows a corporation to purchase and maintain
         ---------
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation against any liability asserted against such person and
incurred by such person in such a capacity or arising out of his status as such
a person whether or not the corporation would have the power to indemnify him
against that liability. In addition, a corporation may also establish and
maintain arrangements, other than insurance, to protect these individuals,
including a trust fund or surety arrangement.

         Standard of Care.  In general, directors are charged with the duty in
         ----------------
their decision-making process and oversight responsibilities to act as would a
reasonably prudent person in the conduct of such person's own affairs.

         Stockholder Reports.  Texas law requires a report to the stockholders
         -------------------
upon indemnification or advancement of expenses.

         Limited Liability of Directors.  Texas law permits a corporation to
         ------------------------------
eliminate in its charter all monetary liability of a director to the corporation
or its stockholders for conduct in the performance of such director's duties.
However, Texas law does not permit any limitation of the liability of a director
for: (i) breaching the duty of loyalty to the corporation or its stockholders;
(ii) failing to act in good faith; (iii) engaging in intentional misconduct or a
known violation of law; (iv) engaging in a transaction from which the director
obtains an improper benefit; or (v) violating applicable statutes which
expressly provide for the liability of a director.

Item 7.  Exemption From Registration Claimed

         Not Applicable

Item 8.  Exhibits

   Exhibits                                  Description
   --------                                  -----------

     4.1  --    Midcoast Energy Resources, Inc. Employee Stock Purchase Plan.
                (Incorporated by reference to Exhibit C from the Midcoast
                Definitive 1999 Annual Meeting Proxy on Schedule 14A filed April
                19, 1999).

     4.2  --    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).

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

     4.4  --    Voting Proxy Agreement dated August 5, 1996, 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).

     4.5  --    Registration Rights Agreement dated August 5, 1996, 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).

     4.6  --    Registration Rights Agreement dated August 5, 1996, 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).

                                       3
Exhibits                                  Description
   --------                                  -----------

     4.7  --    Registration Rights Agreement dated August 5, 1996, 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).

     4.8   --   Executive Severance Agreement by and between Midcoast Energy
                Resources, Inc. and Dan Tutcher, dated August 15, 1997.
                (Incorporated by reference from Form 10-K for the year ended
                December 31, 1997 as Exhibit 4.11).

     4.9   --   Executive Severance Agreement by and between Midcoast Energy
                Resources, Inc. and I.J. Berthelot, II, dated August 15, 1997.
                (Incorporated by reference from Form 10-K for the year ended
                December 31, 1997 as Exhibit 4.12).

     4.10  --   Executive Severance Agreement by and between Midcoast Energy
                Resources, Inc. and Richard Robert, dated August 15, 1997.
                (Incorporated by reference from Form 10-K for the year ended
                December 31, 1997 as Exhibit 4.13).

     4.11  --   Executive Severance Agreement by and between Midcoast Energy
                Resources, Inc. and Duane Herbst, dated August 15, 1997.
                (Incorporated by reference from Form 10-K for the year ended
                December 31, 1997 as Exhibit 4.14).

     4.12  --   First Amendment to Voting/Proxy Agreement dated April 29, 1998
                by and between Midcoast Energy Resources, Inc. and Steven G.
                Herbst, June Herbst, Kenneth Holmes, Jr., Dorothy C. Holmes and
                Rainbow Investments Company and Chase Bank of Texas.
                (Incorporated by reference from Form 10-Q for the three months
                ended March 31, 1998 as Exhibit 4.14).

     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 PricewaterhouseCoopers LLP (filed herewith).

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

    24.1   --   Powers of Attorney (included on signature page).

Item 9.  Undertakings

         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:

                  (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 the registration statement (or the most
             recent post-effect amendment thereof) which, individually or in the
             aggregate, represent a fundamental change in the information set
             forth in the 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 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.

                  (iii) To 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.

             (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 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.

                                       4
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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising out of the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, we have 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 us of
expenses incurred or paid by one of our directors, officers or controlling
persons in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act, and will be governed
by the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 11, 2000.

                                 MIDCOAST ENERGY RESOURCES, INC.

                                 By:  /s/ DAN C. TUTCHER
                                     -------------------------------------
                                      Dan C. Tutcher, Chairman of the Board,
                                      President and Chief Executive Officer

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Dan C. Tutcher and Duane S. Herbert, and each of them,
either 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 to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto such 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 in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them, or
the substitute or substitutes of either of them, may lawfully do or cause to be
done by virtue hereof.

  Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
dates indicated.
Signature                               Title                          Date
            ---------                               -----                          ----
/s/ DAN C. TUTCHER             Chairman of the Board, President and         July 11, 2000
--------------------------------
         Dan C. Tutcher                  Chief Executive Officer
                                       (Principal Executive Officer)

     /s/ I. J. BERTHELOT, II              Executive Vice President,              July 11, 2000
--------------------------------
         I. J. Berthelot, II        Chief Operating Officer and Director

     /s/ RICHARD A. ROBERT          Chief Financial Officer and Treasurer        July 11, 2000
--------------------------------
         Richard A. Robert                (Principal Financial and
                                             Accounting Officer)

     /s/ TED COLLINS, JR.                         Director                       July 11, 2000
--------------------------------
         Ted Collins, Jr.

     /s/ CURTIS J. DUFOUR, III                    Director                       July 11, 2000
--------------------------------
         Curtis J. Dufour, III

     /s/ RICHARD N. RICHARDS                      Director                       July 11, 2000
----------------------------------
         Richard N. Richards

     /s/ BRUCE M. WITHERS                         Director                       July 11, 2000
----------------------------------
         Bruce M. Withers
6
INDEX TO EXHIBITS

   Exhibits                                Description
   --------                                -----------

     4.1  --  Midcoast Energy Resources, Inc. Employee Stock Purchase Plan.
              (Incorporated by reference to Exhibit C from the Midcoast
              Definitive 1999 Annual Meeting Proxy on Schedule 14A filed April
              19, 1999).

     4.2  --  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).

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

     4.4  --  Voting Proxy Agreement dated August 5, 1996, 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).

     4.5  --  Registration Rights Agreement dated August 5, 1996, 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).

     4.6  --  Registration Rights Agreement dated August 5, 1996, 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).

     4.7  --  Registration Rights Agreement dated August 5, 1996, 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).

     4.8  --  Executive Severance Agreement by and between Midcoast Energy
              Resources, Inc. and Dan Tutcher, dated August 15, 1997.
              (Incorporated by reference from Form 10-K for the year ended
              December 31, 1997 as Exhibit 4.11).

     4.9  --  Executive Severance Agreement by and between Midcoast Energy
              Resources, Inc. and I.J. Berthelot, II, dated August 15, 1997.
              (Incorporated by reference from Form 10-K for the year ended
              December 31, 1997 as Exhibit 4.12).

     4.10 --  Executive Severance Agreement by and between Midcoast Energy
              Resources, Inc. and Richard Robert, dated August 15, 1997.
              (Incorporated by reference from Form 10-K for the year ended
              December 31, 1997 as Exhibit 4.13).

     4.11 --  Executive Severance Agreement by and between Midcoast Energy
              Resources, Inc. and Duane Herbst, dated August 15, 1997.
              (Incorporated by reference from Form 10-K for the year ended
              December 31, 1997 as Exhibit 4.14).

     4.12 --  First Amendment to Voting/Proxy Agreement dated April 29, 1998 by
              and between Midcoast Energy Resources, Inc. and Steven G. Herbst,
              June Herbst, Kenneth Holmes, Jr., Dorothy C. Holmes and Rainbow
              Investments Company and Chase Bank of Texas. (Incorporated by
              reference from Form 10-Q for the three months ended March 31, 1998
              as Exhibit 4.14).

     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 PricewaterhouseCoopers LLP (filed herewith).

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

    24.1  --  Powers of Attorney (included on signature page).

                                       7