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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form S-8
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 THE MERIDIAN RESOURCE CORPORATION
  Texas
(State or other jurisdiction of incorporation 
or organization)
    
    76-0319553
(I.R.S. Employer
Identification No.)1401 Enclave Parkway, Suite 300
Houston, Texas
(Address of Principal Executive Officer)
    
    77077
(Zip Code)
 The Meridian Resource Corporation
2007 Long-Term Incentive Plan
 
 Joseph A. Reeves, Jr.
The Meridian Resource Corporation
Chairman of the Board and Chief Executive Officer
1401 Enclave Parkway, Suite 300
Houston, Texas 77077
 (281) 597-7000
 With a copy to:  Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
(713) 651-5151
Attention: Roger K. Harris
 
 Calculation of Registration Fee
 Title of securities
    
    
    
    
    
    Proposed maximum
    
    
    Proposed maximum
    
    
    Amount ofto be registered
    
    
    Amount to be registered
    
    
    offering price per share (1)
    
    
    aggregate offering price (1)
    
    
    registration feeCommon Stock,
par value $0.01 per share
    
    

4,000,000 shares (2)
    
    

$3.04
    
    

$12,160,000
    
    

$374
 (1)
    
    Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(h) under the Securities Act of 1933 and based upon the average of the high and low sales
prices of a share of Common Stock as reported by the New York Stock
Exchange on June 28, 2007.(2)
    
    Includes an equal number of associated rights pursuant to the Shareholder Rights Agreement
dated May 5, 1999 between the Company and American Stock Transfer & Trust Company, as amended.
Also includes an indeterminable number of shares of common stock issuable as a result of the
anti-dilution provisions of the Plan.




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TABLE OF CONTENTS  PART IPART IIITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.ITEM 4. DESCRIPTION OF SECURITIES.ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.ITEM 8. EXHIBITS.ITEM 9. UNDERTAKINGS.SIGNATURESEXHIBIT INDEX2007 Long-Term Incentive PlanOpinion of Fulbright & Jaworski L.L.P.Consent of BDO Seidman, LLPConsent of T.J. Smith & Company, Inc.    Table of Contents  
 PART I
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
 PART II
 
 ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  (i)
    
    the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2006;(ii)
    
    the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007;(iii)
    
    the Companys Current Report on Form 8-K/A filed March 9, 2007;(iv)
    
    Item 8.01 of the Companys Current Report on Form 8-K filed March 16, 2007;(v)
    
    the Companys Current Report on Form 8-K filed May 9, 2007;(vi)
    
    the description of the Companys common stock, $0.01 par value per share,
contained in the Companys Form 8-A registration statement filed March 19, 1997, and
the description of the shareholder rights attached to the common stock contained in the
Companys Form 8-A registration statement filed May 13, 1999, each filed pursuant to
Section 12 of the Securities and Exchange Act of 1934, as amended and any subsequent
amendments thereto; and(vii)
    
    all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 subsequent to the date of the filing
hereof and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
 
 ITEM 4. DESCRIPTION OF SECURITIES.
  
 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  II-1




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
    
    a threatened, pending, or completed action, suit, or proceeding whether
civil, criminal, administrative, arbitrative, or investigative,
    
    an appeal in such an action, suit, or proceeding, or
    
    an inquiry or investigation that could lead to such an action, suit, or
proceeding in which he is a party or to which he is subject by reason of his
position.
    
    
    a breach of the directors duty of loyalty to the corporation, it
shareholders or its members,
    
    an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law,
    
    a transaction from which the director derived an improper benefit, or
    
    an act or omission for which the directors liability is expressly provided for by statute.
   
 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  II-2




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ITEM 8. EXHIBITS.
 ExhibitNo.
    
    
    
    Description3.1
    
    
    
    
    Third Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the three months ended September 30, 1998).3.2
    
    
    
    
    Amended and Restated Bylaws of the Company (incorporated by reference to the
Companys Quarterly Report on Form 10-Q for the three months ended September
30, 1998).3.3
    
    
    
    
    Amendment No. 1 to Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.1 of the Companys Report on Form 8-K dated May 5, 1999)4.1
    
    
    
    
    Certificate of Designation for Series C Redeemable Convertible Preferred
Stock dated March 28, 2002 (incorporated by reference to Exhibit 3.1 of the
Companys Quarterly Report on Form 10-Q for the three months ended March 31,
2002).4.2
    
    
    
    
    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1
of the Companys Registration Statement on Form S-1, as amended (Reg. No.
33-65504)).4.3
    
    
    
    
    Common Stock Purchase Warrant of the Company dated October 16, 1990, issued
to Joseph A. Reeves, Jr. (incorporated by reference to Exhibit 10.8 of the
Companys Annual Report on Form 10-K for the year ended December 31, 1991, as
amended by the Companys Form 8 filed March 4, 1993).4.4
    
    
    
    
    Common Stock Purchase Warrant of the Company dated October 16, 1990, issued
to Michael J. Mayell (incorporated by reference to Exhibit 10.9 of the
Companys Annual Report on Form 10-K for the year ended December 31, 1991, as
amended by the Companys Form 8 filed March 4, 1993).4.5
    
    
    
    
    Registration Rights Agreement dated October 16, 1990, among the Company,
Joseph A. Reeves, Jr. and Michael J. Mayell (incorporated by reference to
Exhibit 10.7 of the Companys Registration Statement on Form S-4, as amended
(Reg. No. 33-37488)).4.6
    
    
    
    
    Warrant Agreement dated June 7, 1994, between the Company and Joseph A.
Reeves, Jr. (incorporated by reference to Exhibit 4.1 of the Companys
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994).4.7
    
    
    
    
    Warrant Agreement dated June 7, 1994, between the Company and Michael J.
Mayell (incorporated by reference to Exhibit 4.1 of the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994).4.8
    
    
    
    
    Amended and Restated Credit Agreement, dated December 23, 2004, among the
Company, Fortis Capital Corp., as Administrative Agent, Sole Lead Arranger
and Bookrunner, Comerica Bank, as Syndication Agent, Union Bank of
California, N.A., as Documentation Agent, and the several lenders from time
to time parties thereto (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated December 23, 2004).4.9
    
    
    
    
    The Meridian Resource Corporation Directors Stock Option Plan (incorporated
by reference to Exhibit 10.5 of the Companys Annual Report on Form 10-K for
the year ended December 31, 1991, as amended by the Companys Form 8 filed
March 4, 1993).4.10
    
    
    
    
    Amendment No. 1, dated as of January 29, 2001, to Rights Agreement, dated as
of May 5, 1999, by and between the Company and American Stock Transfer &
Trust Co., as rights agent (incorporated by reference from the Companys
Current Report on Form 8-K dated January 29, 2001).4.11
    
    
    
    

The
Meridian Resource Corporation 2007 Long-Term Incentive Plan.5.1
    
    
    
    
    Opinion of Fulbright & Jaworski L.L.P., regarding the legality of the
securities to be offered hereby.23.1
    
    
    
    
    Consent of BDO Seidman, LLP.23.2
    
    
    
    
    Consent of T.J. Smith & Company, Inc.23.3
    
    
    
    
    Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)24.1
    
    
    
    
    Powers of Attorney (included on the signature pages hereto).
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ITEM 9. UNDERTAKINGS.
           II-4




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SIGNATURES
  The Meridian Resource CorporationBy:

/s/ Joseph A. Reeves, Jr.Joseph A. Reeves, Jr.Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title/s/ Joseph A. Reeves, Jr.

Joseph A. Reeves, Jr.
    
    Chief Executive Officer, Director and
Chairman of the Board
(principal executive officer)/s/ Michael J. Mayell

Michael J. Mayell
    
    President, Chief Operating Officer and Director/s/ Lloyd V. DeLano

Lloyd V. DeLano
    
    Chief Accounting Officer and
Senior Vice President
(principal financial and accounting officer)/s/ David W. Tauber

David W. Tauber
    
    Director/s/ John B. Simmons

John B. Simmons
    
    Director
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Signature
    
    TitleE. L. Henry
    
    Director/s/ Joe E. Kares

Joe E. Kares
    
    Director/s/ Gary A. Messersmith

Gary A. Messersmith
    
    Director/s/ Fenner R. Weller, Jr.

Fenner R. Weller, Jr.
    
    Director/s/ Dr. C. Mark Pearson

Dr. C. Mark Pearson
    
    Director
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EXHIBIT INDEX
 ExhibitNo.
    
    
    
    Description3.1
    
    
    
    
    Third Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the three months ended September 30, 1998).3.2
    
    
    
    
    Amended and Restated Bylaws of the Company (incorporated by reference to the
Companys Quarterly Report on Form 10-Q for the three months ended September
30, 1998).3.3
    
    
    
    
    Amendment No. 1 to Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.1 of the Companys Report on Form 8-K dated May 5, 1999)4.1
    
    
    
    
    Certificate of Designation for Series C Redeemable Convertible Preferred
Stock dated March 28, 2002 (incorporated by reference to Exhibit 3.1 of the
Companys Quarterly Report on Form 10-Q for the three months ended March 31,
2002).4.2
    
    
    
    
    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1
of the Companys Registration Statement on Form S-1,as amended (Reg. No.
33-65504)).4.3
    
    
    
    
    Common Stock Purchase Warrant of the Company dated October 16, 1990, issued
to Joseph A. Reeves, Jr. (incorporated by reference to Exhibit 10.8 of the
Companys Annual Report on Form 10-K for the year ended December 31, 1991, as
amended by the Companys Form 8 filed March 4, 1993).4.4
    
    
    
    
    Common Stock Purchase Warrant of the Company dated October 16, 1990, issued
to Michael J. Mayell (incorporated by reference to Exhibit 10.9 of the
Companys Annual Report on Form 10-K for the year ended December 31, 1991, as
amended by the Companys Form 8 filed March 4, 1993).4.5
    
    
    
    
    Registration Rights Agreement dated October 16, 1990, among the Company,
Joseph A. Reeves, Jr. and Michael J. Mayell (incorporated by reference to
Exhibit 10.7 of the Companys Registration Statement on Form S-4, as amended
(Reg. No. 33-37488)).4.6
    
    
    
    
    Warrant Agreement dated June 7, 1994, between the Company and Joseph A.
Reeves, Jr. (incorporated by reference to Exhibit 4.1 of the Companys
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994).4.7
    
    
    
    
    Warrant Agreement dated June 7, 1994, between the Company and Michael J.
Mayell (incorporated by reference to Exhibit 4.1 of the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994).4.8
    
    
    
    
    Amended and Restated Credit Agreement, dated December 23, 2004, among the
Company, Fortis Capital Corp., as Administrative Agent, Sole Lead Arranger
and Bookrunner, Comerica Bank, as Syndication Agent, Union Bank of
California, N.A., as Documentation Agent, and the several lenders from time
to time parties thereto (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated December 23, 2004).4.9
    
    
    
    
    The Meridian Resource Corporation Directors Stock Option Plan (incorporated
by reference to Exhibit 10.5 of the Companys Annual Report on Form 10-K for
the year ended December 31, 1991, as amended by the Companys Form 8 filed
March 4, 1993).4.10
    
    
    
    
    Amendment No. 1, dated as of January 29, 2001, to Rights Agreement, dated as
of May 5, 1999, by and between the Company and American Stock Transfer &
Trust Co., as rights agent (incorporated by reference from the Companys
Current Report on Form 8-K dated January 29, 2001).4.11
    
    
    
    

The
Meridian Resource Corporation 2007 Long-Term Incentive Plan.5.1
    
    
    
    
    Opinion of Fulbright & Jaworski L.L.P., regarding the legality of the
securities to be offered hereby.23.1
    
    
    
    
    Consent of BDO Seidman, LLP.
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ExhibitNo.
    
    
    
    Description23.2
    
    
    
    
    Consent of T.J. Smith & Company, Inc.23.3
    
    
    
    
    Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)24.1
    
    
    
    
    Powers of Attorney (included on the signature pages hereto).