EXHIBIT 10.19

                            MODIFICATION AGREEMENT

    This agreement (the "Modification Agreement") is made and entered into
effective January 2, 1999, by and among TEXAS OIL DISTRIBUTION AND DEVELOPMENT,
INC. ("Borrower") and THE MERIDIAN RESOURCE CORPORATION ("the Company").

                                   RECITALS

    Borrower is legally indebted to the Company for the payment of the
indebtedness, both outstanding principal and accrued, unpaid interest, evidenced
by a promissory note (the "Note") dated December 31, 1997, in the original
principal amount of $1,510,698.98, executed by Borrower, bearing interest and
being payable as therein set out to the Company.

    Borrower desires to modify the amount and manner of payment of the Note. The
Company, the legal owner and holder of the Note, in consideration of the
premises and at the request of Borrower, has agreed to modify the manner of
payment of the Note as herein provided and confirm the outstanding balance of
the Note.

                                   AGREEMENT

    In consideration of the modification of the manner of payment of the Note as
herein set forth by the Company, and other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, Borrower and the
Company agree as follows:

    1.   Borrower acknowledges and agrees that as of the execution date of this
         Modification Agreement:

         A.   The outstanding principal balance of the Note is $1,210,698.98;

         B.   The Note is in full force and effect as therein written and as
              herein modified; and,

         C.   Borrower does not have any defenses to the performance of Note or
              this Modification Agreement.

    2.   Borrower renews the Note and the indebtedness evidenced thereby and
         promises to pay to the order of the Company, in the City of Houston,
         Harris County, Texas, the sum of $1,210,698.98, as follows:

              The principal of the note shall be due and payable on January 1,
              2000 when the outstanding principal on the Note shall be payable
              in full. Interest computed on the unpaid principal balance hereof
              shall be due and payable annually as it accrues on the same dates
              as, but in addition to, said principal installments.

                             Page 1 of 3 Pages
<PAGE>
    3. Borrower hereby reaffirms:

         A.   The Note and agrees to pay both principal and interest as same 
              become due and payable under the Note, as modified hereby; and,

         B.   Borrower's agreement that the modification, evidenced hereby
              shall, in no manner, affect or impair the Note, the purposes
              hereof being to modify the time and manner of payment of the Note
              all of which are acknowledged by Borrower to be valid and
              subsisting.

    4.   Borrower hereby expressly warrants, covenants and agrees with the
         Company, that no Event of Default has occurred under the terms of the
         Note.

    5.   Notwithstanding anything to the contrary contained herein or in any
         other instrument executed by Borrower or the Company and any other
         action or conduct undertaken by Borrower and/or the Company on or
         before the date hereof, the agreements, covenants and provisions
         contained herein shall constitute the only evidence of the Company's
         consent to modify the terms and provisions of the Note in the manner
         set forth herein. Accordingly, no express or implied consent to any
         further modifications of the Note, whether any such modifications
         involve any of the matters set forth in this Modification Agreement or
         otherwise, shall be inferred or implied from the Company's execution of
         this Modification Agreement. Further, the Company's execution of this
         Modification Agreement shall not constitute a waiver, either express or
         implied, of the requirement that any further modification of the Note
         shall require the express written approval of the Company and no such
         approval, either express or implied, has been given as of the date
         hereof.

    6. The parties hereto acknowledge the following matters:

         A.   They have carefully reviewed this Modification Agreement.

         B.   They understand the meaning and effect hereof and have willingly
              entered into and executed this Modification Agreement for the
              herein stated consideration which is contractual and not merely
              recital.

         C.   This Modification Agreement states the entire agreement of the
              parties and supersedes any and all prior and contemporaneous
              negotiations and agreements, and all prior and contemporaneous
              negotiations, oral or written, are incorporated herein or, if not
              so incorporated herein, are deemed to have been abandoned.

         D.   This Modification Agreement may be amended only by written
              instrument signed by all of the parties hereto and a breach hereof
              may be waived only by written waiver signed by the party granting
              the waiver and the waiver of any breach hereof shall not operate
              or be construed as a waiver of any other similar or prior or
              subsequent breach hereof.

                             Page 2 of 3 Pages
<PAGE>
    7. Except as amended and modified herein, the Note shall remain in full
force and effect.

    Executed effective the day and year first above written.


                                          TEXAS OIL DISTRIBUTION AND
                                          DEVELOPMENT, INC.



                                          BY:/s/JOSEPH A. REEVES, JR.
                                                JOSEPH A. REEVES, JR., President

                                          "BORROWER"


                                          THE MERIDIAN RESOURCE
                                          CORPORATION



                                          By:/s/MICHAEL J. MAYELL,
                                                MICHAEL J. MAYELL, President

                                          "THE COMPANY"

                             Page 3 of 3 Pages