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

                  SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                           (Amendment No. 2)

                   FOR ANNUAL AND TRANSITION REPORTS
                  PURSUANT TO SECTIONS 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                                   
(MARK ONE)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
      ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                       OR

[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO
_______

                         Commission File Number: 0-8898
                         MIDCOAST ENERGY RESOURCES, INC.
           (Name of Registrant as Specified in its Charter)


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

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

                    ISSUER'S TELEPHONE NUMBER: (713) 650-8900

  SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT: Common Stock,
                            Par Value $.01 Per Share

      SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT: None

           Indicate by check mark whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act during of 1934 during the preceding 12 months (or for
such shorter period that registrant was required to file such
reports), and (2)has been subject to such filing requirements for the
past 90 days.

                      Yes [X]                    No [ ]

           Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. []


           The aggregate market value of the Common Stock, par value
$.01 per
share, held by non-affiliates of Registrant as of March 11, 1998 was
$96,263,945.

           The number of shares of Common Stock, par value $.01 per
share,
outstanding as of March 31, 1998 was 5,681,330.

                       DOCUMENTS INCORPORATED BY REFERENCE
     The information required by Part III of this Report (Items 10,
11, 12 and 13) is incorporated by reference from the registrant's
proxy statement to be filed pursuant to Regulation 14A with respect to
the annual meeting of shareholders scheduled to be held on May 15,
1998.


======================================================================
==========


PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K.



     (a) THE FOLLOWING DOCUMENTS ARE FILED AS A PART OF THIS REPORT:

       1. Financial statements.

      All financial statements of Midcoast Energy Resources, Inc.  and
subsidiaries are included under Item 8 beginning on page  24  of  this
Form 10-K.


          2. Exhibits.


 EXHIBITS        DESCRIPTION OF EXHIBITS
      
2.1        Agreement for Purchase and Sale of Stock dated  September 6,
      1995,  by and between Midcoast Holdings No.  One, Inc. and  Koch
      Gateway  Pipeline  Company   (Incorporated  by  reference   from
      Midcoast  Form  10-KSB for the fiscal year  ended  December  31,
      1995, as Exhibit   10.25).

2.2        First Amendment to Agreement for Purchase and Sale of Stock
      dated  September 6, 1995, by and between Midcoast  Holdings  No.
      One,  Inc.  and Koch Gateway Pipeline Company dated  October  2,
      1995  (Incorporated by reference from Midcoast Form  10-KSB  for
      the fiscal year ended December  31, 1995, as Exhibit 10.26).

2.3        Agreement for Purchase and Sale of Stock dated September 13,
      1995,  by  and between Five Flags Holding  Company and  Midcoast
      Holdings  No. One, Inc. (Incorporated by reference from Midcoast
      Form  10-KSB  for the fiscal year ended December  31,  1995,  as
      Exhibit 10.27).

2.4        Agreement for Purchase of Stock dated September 13, 1995, by
      and   between  Midcoast  Holdings  No.  One,  Inc.  and  Rainbow
      Investments  Company  (Incorporated by reference  from  Midcoast
      Form  10-KSB  for the fiscal year ended December  31,  1995,  as
      Exhibit 10.28).

2.5        Agreement for Purchase and Sale of Stock dated July 27, 1995,
      by  and between Williams Holdings of Delaware, Inc. and Midcoast
      Holdings  No. One, Inc. (Incorporated by reference from Midcoast
      Form 8-K dated September 22, 1995).

2.6        Agreement for Sale and Purchase of Harmony Gas Processing Plant
      and  Related  Gathering System dated October  3,  1996,  by  and
      between   Koch   Hydrocarbon  Company,  a   division   of   Koch
      Industries,   Inc.   and  Midcoast  Holdings   No.   One,   Inc.
      (Incorporated by reference from Midcoast Form 8-K dated  October
      21, 1996, as Exhibit 2.1).

2.7        Stock Purchase Agreement dated March 18, 1997, by and between
      Midcoast   Energy   Resources,  Inc.  and  Atrion   Corporation.
      (Incorporated  by reference from Midcoast Form  10-KSB  for  the
      fiscal year ended December 31, 1996, as Exhibit 2.7).

3.1        Articles of Incorporation of Midcoast Energy Resources, Inc.
      (Incorporated  by reference from Midcoast Form  10-KSB  for  the
      fiscal year ended December 31, 1992).

3.2         Certificate  of Amendment of Articles of Incorporation  of
      Midcoast  Energy  Resources,  Inc. (Incorporated  by   reference
      from   Midcoast  Registration  Statement  on  Form   SB-2   (No.
      333-4643) dated August 8, 1996).

3.3         Bylaws of Midcoast Energy Resources, Inc. (Incorporated by
      reference  from Midcoast Form 10-KSB for the fiscal  year  ended
      December 1, 1992).

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

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

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

4.4         Shareholder Agreement dated April 30, 1994, by and between
      Midcoast  Energy  Resources,  Inc.  and  I.  J.  Berthelot,   II
      (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 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).

4.8         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).

4.9    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).

4.10        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).

* 4.11     Executive Severance Agreement by and between Midcoast Energy
Resources, Inc. and Dan Tutcher, dated August 15, 1997.

* 4.12     Executive Severance Agreement by and between Midcoast Energy
Resources, Inc. and I.J. Berthelot, II, dated August 15, 1997.

* 4.13     Executive Severance Agreement by and between Midcoast Energy
Resources, Inc. and Richard Robert, dated August 15, 1997.

* 4.14     Executive Severance Agreement by and between Midcoast Energy
Resources, Inc. and Duane Herbst, dated August 15, 1997.

10.1        Employment Agreement dated January 1, 1993, by and between
      Midcoast   Energy   Resources,   Inc.   and   Dan   C.   Tutcher
      (Incorporated  by reference from Midcoast Form  10-KSB  for  the
      fiscal year ended December 31, 1992).

10.2       Amendment to the Employment Agreement dated April 1, 1993, by
      and  between Midcoast Energy Resources, Inc. and Dan C.  Tutcher
      (Incorporated  by reference from Midcoast Form  10-KSB  for  the
      fiscal year ended December 31, 1993).

10.3       Amendment to Employment Agreement dated April 14, 1997, by and
      between   Midcoast  Energy  Resources,  Inc.  and  Dan   Tutcher
      (Incorporated  by reference from Midcoast Form  10-QSB  for  the
      three-month period ended March 31, 1997).

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

10.5       Amendment to the Employment Agreement dated April 8, 1996, by
      and  between  Midcoast Energy Resources,  Inc.  and  Richard  A.
      Robert (Incorporated by reference from Midcoast Form 10-QSB  for
      the three-month period ended March 31, 1996).

10.6        Employment  Agreement dated July 1, 1994, by and   between
      Midcoast  Energy Resources, Inc. and Bill G. Bray  (Incorporated
      by  reference  from  Midcoast Form 10-KSB for  the  fiscal  year
      ended December 31, 1994).

10.7        Employment Agreement dated April 25, 1995, by and  between
      Midcoast   Energy  Resources,  Inc.  and  I.J.   Berthelot,   II
      (Incorporated  by reference from Midcoast Form  10-KSB  for  the
      fiscal year ended December 31, 1995).

10.9       Amendment to Employment Agreement dated December 8, 1995, by
      and  between Midcoast Energy Resources, Inc. and I.J. Berthelot,
      II  (Incorporated by reference from Midcoast Form 10-KSB for the
      fiscal year ended December 31, 1995).

10.8       Amendment to Employment Agreement dated April 14, 1997, by and
      between  Midcoast Energy Resources, Inc. and I.J. Berthelot,  II
      (Incorporated  by reference from Midcoast Form  10-QSB  for  the
      three-month period ended March 31, 1997).

10.10      Assignment of Net Revenue Interest dated July 1, 1994, by and
      between Texline Gas Company and Midcoast Energy Resources,  Inc.
      (Incorporated  by reference from Midcoast Form  10-KSB  for  the
      fiscal year ended December 31, 1994).

10.11      Assignment of Net Revenue Interest dated July 1, 1994, by and
      between  Rainbow Investments Co. and Midcoast Energy  Resources,
      Inc.  (Incorporated by  reference from Midcoast Form 10-KSB  for
      the fiscal year  ended December 31, 1994).

10.12      Agreement dated March 31, 1994, by and between Midcoast Energy
      Resources, Inc., and Stewart Petroleum Company (Incorporated  by
      reference  from Midcoast Form 10-KSB for the fiscal  year  ended
      December 31, 1993).

10.13       Operating Agreement of Pan Grande Pipeline, L.L.C.   dated
      February  28, 1996, by and between Midcoast  Holdings  No.  One,
      Inc.  and  Resource Energy Development, L.L.C. (Incorporated  by
      reference  from Midcoast Form 10-KSB for the fiscal  year  ended
      December 31, 1995).

10.14       Warrant  by and between Triumph Resources Corporation  and
      Midcoast Energy Resources, Inc. (Incorporated by reference  from
      Midcoast  Registration  Statement on Form  SB-2  (No.  333-4643)
      dated August 8, 1996).

10.15       Midcoast Energy Resources, Inc. 1996 Incentive Stock Plan.
      (Incorporated by reference from Midcoast Registration  Statement
      on Form SB-2 (No. 333-4643) dated August 8, 1996).

10.16      Credit Agreement dated August 22, 1996, by and between Bank
      One,  Texas  N.A. and Midcoast Energy Resources, Inc.,  Magnolia
      Pipeline    Corporation    and   H&W    Pipeline    Corporation.
      (Incorporated  by reference from Midcoast Form  10-QSB  for  the
      nine-month period ended September 30, 1996).

10.17       Midcoast Energy Resources, Inc. 1997 Non-Employee Director
      Stock Option Plan (Incorporated by reference from Midcoast  Form
      10-QSB for the three-month period ended March 31, 1997).
      
 10.18Indemnity  Agreement  dated  April  23,  1997  between  Midcoast
      Energy  Resources,  Inc. and Richard A. Robert.    (Incorporated
      by  reference from Midcoast Registration Statement on  Form  S-1
      (No. 333-27885) dated June 26, 1997)

 10.19Indemnity  Agreement  dated  April  23,  1997  between  Midcoast
      Energy  Resources,  Inc. and I.J. Berthelot, II.   (Incorporated
      by  reference from Midcoast Registration Statement on  Form  S-1
      (No. 333-27885) dated June 26, 1997)

 10.20Indemnity  Agreement  dated  April  23,  1997  between  Midcoast
      Energy  Resources,  Inc.  and E.P.  Marinos    (Incorporated  by
      reference from Midcoast Registration Statement on Form S-1  (No.
      333-27885) dated June 26, 1997)
 10.21Indemnity  Agreement  dated  April  23,  1997  between  Midcoast
      Energy    Resources,    Inc.   and    Richard    N.    Richards.
      (Incorporated by reference from Midcoast Registration  Statement
      on Form S-1 (No. 333-27885) dated June 26, 1997)

 10.22Indemnity  Agreement  dated  April  23,  1997  between  Midcoast
      Energy  Resources, Inc. and Duane S. Herbst.   (Incorporated  by
      reference from Midcoast Registration Statement on Form S-1  (No.
      333-27885) dated June 26, 1997)

 10.23Indemnity  Agreement  dated  April  23,  1997  between  Midcoast
      Energy  Resources,  Inc. and Dan C. Tutcher.   (Incorporated  by
      reference from Midcoast Registration Statement on Form S-1  (No.
      333-27885) dated June 26, 1997)

 10.24First  Amendment to Credit Agreement dated May 30, 1997  by  and
      between  Bank  One,  Texas N.A. and Midcoast  Energy  Resources,
      Inc.  , Magnolia Pipeline Corporation, H&W Pipeline Corporation,
      Magnolia  Resources,  Inc., Magnolia  Gathering  Inc.,  Midcoast
      Holdings  No.  One,  Inc., Midcoast Gas Pipeline,  Inc.,  Nugget
      Drilling  Corporation, Midcoast Marketing, Inc., AlaTenn  Energy
      Marketing  Company,  and  Tennessee  River  Intrastate  Gas  Co.
      (Incorporated by reference from Midcoast Registration  Statement
      on Form S-1 (No. 333-27885) dated June 26, 1997)

 10.25Second  Amendment to Credit Agreement dated October 31, 1997  by
      and  between Bank One, Texas N.A. and Midcoast Energy Resources,
      Inc.  , Magnolia Pipeline Corporation, H&W Pipeline Corporation,
      Magnolia  Resources,  Inc., Magnolia  Gathering  Inc.,  Midcoast
      Holdings  No.  One,  Inc., Midcoast Gas Pipeline,  Inc.,  Nugget
      Drilling  Corporation, Midcoast Marketing, Inc., AlaTenn  Energy
      Marketing  Company,  Tennessee river  Intrastate  Gas  Co.,  Mid
      Louisiana  Gas  Company, Mid Louisiana Gas Transmission  Company
      and  Midla  Energy Services Company. (Incorporated by  reference
      from Midcoast Form 8-K dated October 13, 1997).

10.26  First Amendment to Credit Agreement dated October 31, 1997 by and
between  Bank  One,  Texas N.A. and Midcoast Interstate  Transmission,
Inc.  (f/k/a/   Alabama Tennessee Natural Gas Company).  (Incorporated
by reference from Midcoast Form 8-K dated October 13, 1997).

*10.27 Third Amendment to Employment Agreement dated March 2, 1998 by and
between Midcoast Energy Resources, Inc. and Dan Tutcher.


*10.28 Third Amendment to Employment Agreement dated March 18, 1998 by and
between Midcoast Energy Resources, Inc. and I.J. Berthelot, II.



*10.29 Second Amendment to Employment Agreement dated March 18, 1998 by and
between Midcoast Energy Resources, Inc. and Richard Robert.


*11     -- Computation of Earnings Per Share

*21.1 --  Schedule listing subsidiaries of Midcoast Energy  Resources,
      Inc.

*27.1 --  Financial  Data  Schedule for the year  ended  December  31,
      1997.
------------

* Filed herewith

         (b)   Reports of Form 8-K
          
     A report on Form 8-K was filed during the fourth quarter of 1997.
Such report was filed on November 13, 1997 to report the Agreement and
Plan  of  Merger  dated October 31, 1997 by and between  Republic  Gas
Partners,  L.L.C. and Midcoast Energy Resources, Inc. In  addition,  a
report on Form 8-K/A was filed on January 12, 1998 as an amendment  to
the Form 8-K filed on November 13, 1997 mentioned above. The amendment
was  filed  to  include the required audited financial  statements  of
Republic  Gas  Partners, L.L.C. including the Historical  Consolidated
Statement of Operations, Consolidated Statement of Members Deficit and
Consolidated  Statement  of  Cash Flows  for  the  nine  months  ended
September  30, 1997 and year ended December 31, 1996 and  the  audited
Consolidated  Balance  Sheet at September 30, 1997  and  December  31,
1996.   In  addition,  the unaudited Midcoast Pro Forma  Statement  of
Operations  for the nine months ended September 30, 1997 and  for  the
year ended December 31, 1996 and unaudited Pro Forma Balance Sheet  at
September 30, 1997.
                                  Signatures

      In  accordance  with Section 13 or 15 (d) of the Securities  and
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

MIDCOAST ENERGY RESOURCES, INC.
(Registrant)


BY:/S/ DAN C. TUTCHER
     Dan C. Tutcher
     Chief Executive Officer


Date:  February 2, 1999


      In accordance with the Securities and Exchange Act of 1934, this
report  has  been  signed by the following persons on  behalf  of  the
registrant and in the capacities and on the dates indicated.


SIGNATURES                                CAPACITY IN WHICH SIGNED


/S/ DAN C. TUTCHER                        Chairman of the Board
(Dan C. Tutcher)                          Chief Executive Officer
Date:                                     and President


/S/  I.  J.  BERTHELOT, II                   Executive Vice President,
Chief Operating
(I.  J.  Berthelot, II)                   Officer and Director
Date:


/S/ TED COLLINS, JR.                      Director
(Ted Collins, Jr.)
Date:



/S/ RICHARD N. RICHARDS                   Director
(Richard N. Richards)
Date:


/S/   RICHARD   A.  ROBERT                      Treasurer,   Principal
Financial Officer
(Richard A. Robert)                               Principal Accounting
                                   Officer
Date:


S/ BRUCE M. WITHERS                       Director
(Bruce M. Withers)
Date:

<TABLE>
            MIDCOAST ENERGY RESOURCES, INC AND SUBSIDIARIES
                                   
         EXHIBIT 11: COMPUTATION OF EARNINGS PER COMMON SHARE
                                   


                                                     Year Ended       Year Ended
                                                     December 31,     December 31,
                                                        1996             1997
     

<S>                                                <C>              <C>
Weighted average common shares outstanding,
Basic...........................................    $2,074,155       $4,092,135
Net effect of dilutive stock options - based on 
the treasury stock method using average market
price...........................................         3,964          109,030

Weighted average common shares outstanding,
Diluted........................................      2,078,119        4,201,165

Net income.....................................     $1,891,226       $5,764,451

Earnings per common share,Basic.................    $      .91       $     1.41

Earnings per common share,Diluted...............    $       .91       $    1.37

</TABLE>

<TABLE>


              MIDCOAST ENERGY RESOURCES, INC AND SUBSIDIARIES
                                     
               EXHIBIT 21.1: SUBSIDIARIES OF THE REGISTRANT



                                                  Year of           State of
Name                                            Incorporation     Incorporation     Ownership
<S>                                             <C>               <C>               <C>
Magnolia Resources, Inc.                            1996            Mississippi        100%

Magnolia Gathering, Inc.                            1996              Alabama          100%

Magnolia Pipeline Corporation                       1989              Alabama          100%

H & W Pipeline Corporation *                        1976              Alabama          100%

Midcoast Holdings No. One, Inc.                     1993             Delaware          100%

Arcadia/Midcoast Pipeline of New York L.L.C.*       1996             New York           50%

Nugget Drilling Corporation *                       1982             Minnesota         100%

Midcoast Marketing, Inc.                            1991               Texas           100%

Midcoast Interstate Transmission, Inc.              1966               Alabama         100%

Tennessee River Intrastate Gas Company, Inc.        1986               Alabama         100%

Mid Louisiana Gas Transmission Company              1987              Delaware         100%

Mid Louisiana Gas Company                           1953              Delaware         100%

Midcoast Gas Pipeline, Inc.                         1997                Texas          100%

Pan Grande Pipeline, L.L.C.                         1996                Texas           50%

Starr County Gathering System - A Joint Venture     1996                Texas           60%


* Presently Inactive

</TABLE>

              MIDCOAST ENERGY RESOURCES, INC AND SUBSIDIARIES
                                     
EXHIBIT 27.1:  FINANCIAL DATA SCHEDULE FOR THE YEAR ENDED DECEMBER 31,1997.
                                     



     PERIOD TYPE
                                   12 MOS
     FISCAL YEAR END
                                   12/31/97
     PERIOD END
                                   12/31/97
     CASH
                                   307,652
     SECURITIES
                                   --
     RECEIVABLES
                                   27,523,904
     ALLOWANCES
                                   --
     INVENTORY
                                   1,225,490
     CURRENT ASSETS
                                   29,057,046
     PP&E
                                   100,581,046
     DEPRECIATION
                                   3,029,031
     TOTAL ASSETS
                                   128,038,321
     CURRENT LIABILITIES            27,169,289
     BONDS
                                   --
     COMMON
                                   56,813
     PREFERRED-MANDATORY           --
     PREFERRED
                                   --
     OTHER - SE                     61,394,291
     TOTAL LIABILITY & EQUITY      128,038,321
     SALES                         112,744,030
     TOTAL REVENUES                112,744,030
     CGS                           100,404,927
     TOTAL COSTS                   105,452,704
     OTHER EXPENSES                    310,137
     LOSS PROVISION                     --
     INTEREST EXPENSE                1,066,738
     INCOME PRETAX                   5,914,451
     INCOME TAX                        150,000
     INCOME CONTINUING               5,764,451
     DISCONTINUED                       --
     EXTRAORDINARY                      --
     CHANGES                            --
     NET INCOME                      5,764,451
     EPS BASIC                            1.41
     EPS DILUTED                          1.37