8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 29, 2008

The Meridian Resource Corporation

(Exact Name of Registrant as Specified in Charter)

Texas	1-10671	76-0319553
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

1401 Enclave Parkway, Suite 300
Houston, Texas 77077
(Address of Principal Executive Offices) (Zip Code)

281-597-7000
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

TABLE OF CONTENTS

Amendment No. 2 to Amended and Restated Bylaws

Item 5.02. Departure of Directors or Principal Officers; Elections of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2008, The Meridian Resource Corporation (the “Company”) filed Amendment No. 1 to its Annual Report on Form 10-K/A for the year ended December 31, 2007 (the “Form 10-K/A”) with the Securities and Exchange Commission. As reported in the Form 10-K/A, at a meeting held on April 29, 2008, the Board of Directors of the Company elected Mr. Paul Ching to serve as Chairman of the Board. Mr. Joseph A. Reeves, Jr., who previously held both that position and the position of Chief Executive Officer, remains the Chief Executive Officer of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the events described in Item 5.02 above, at the meeting held on April 29, 2008, the Board of Directors approved and adopted an amendment to the Company’s Bylaws. As amended, Article IV, Section 5 of the Bylaws provides that the chairman of the board shall not simultaneously hold the position of chief executive officer. Before the amendment, the Bylaws provided that the chairman of the board shall be the chief executive officer of the Company. The full text of the amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 3.1 Amendment No. 2 to Amended and Restated Bylaws of The Meridian Resource Corporation, adopted April 29, 2008.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Meridian Resource Corporation
(Registrant)
By:	/s/ Lloyd V. DeLano
	Lloyd V. DeLano
	Senior Vice President
	and Chief Accounting Officer

Date: May 2, 2008

EX-3.1

Exhibit 3.1

The Meridian Resource Corporation

Amendment No. 2 to
Amended and Restated Bylaws
Adopted April 29, 2008

     At a meeting of the Board of Directors of The Meridian Resource Corporation, a Texas corporation (the “Company”), held April 29, 2008, the Board of Directors of the Company approved the following amendment to the Company’s Amended and Restated Bylaws, as amended, by amending and restating Article IV, Section 5 to provide in its entirety as follows:

     Section 5. Chairman of the Board; Chief Executive Officer.

     (a) The board of directors by a vote of the majority of the number of directors fixed in the manner provided by Section 2 of Article III these Bylaws shall elect a chairman of the board to preside at their meetings and to perform such other duties as the board of directors may from time to time assign to such person. The chairman of the board shall not simultaneously hold the position of chief executive officer. The chairman of the board of directors shall preside at all meetings of the shareholders and of the board of directors; provided, however, that in the event of the absence of the Chairman from meetings of the shareholders and directors, the board of directors shall designate another director or officer of the corporation to preside at such meetings.

     (b) The chief executive officer of the corporation shall be in general charge of the affairs of the corporation, subject to the board of directors.