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

~~PURSUANT~~Date TOof ~~SECTION~~report ~~13 OR 15~~(d)Date OFof ~~THE SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported): OFMay 13, ~~1934~~2010

Date of report (Date of earliest event reported): April 15, 2010

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.)


Texas (State or Other Jurisdiction of Incorporation)		1-10671 (Commission File Number)		76-0319553 (IRS Employer 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))

~~Item 1.01~~o ~~Entry~~Soliciting ~~into~~material apursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement~~14a-12 under the Exchange Act (17 CFR 240. 14a-12)

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

Aso ~~previously~~Pre-commencement ~~reported,~~communications ~~The~~pursuant ~~Meridian Resource Corporation (the “Company”) and certain of subsidiaries are parties~~ to ~~the~~Rule ~~Forbearance and Amendment Agreement, dated September 3, 2009~~ 13e-4(~~as amended, the “Fortis Forbearance Agreement”~~c) ~~with~~under ~~Fortis Capital Corp., as administrative agent (“Fortis”), and~~ the ~~other~~Exchange ~~lenders~~Act (~~collectively~~17 ~~with~~CFR Fortis, the “Lenders”) and agents party to the Company’s Amended and Restated Credit Agreement, dated as of December 23, 2004, as amended by the First Amendment to Credit Agreement dated as of February 25, 2008, and further amended by the Second Amendment to Credit Agreement dated as of December 19, 2008240.13e- The Fortis Forbearance Agreement has been amended a number of times and on April 15, 2010, the Company and certain of its subsidiaries entered into the Twelfth Amendment to Forbearance and Amendment Agreement 4(~~the “Twelfth Forbearance Amendment”~~c). )

~~The~~Item Twelfth Forbearance Amendment, among other things, extends to May 7, 2010 from April 15, 2010 the date on which the Fortis Forbearance Agreement will terminate if the Company has not then received shareholder approval for the proposed merger with Alta Mesa Holdings, LP2.01. ~~The~~Completion ~~Company~~of ~~was also~~Acquisition ~~required~~or toDisposition ~~pay its Lenders an amendment fee~~ of ~~approximately $207,500~~Assets. ~~The Twelfth Forbearance Amendment also accelerates by approximately six days the due date for the scheduled May 2010 principal payment required by the Fortis Forbearance Agreement.~~

~~This~~ In ~~description~~accordance ofwith the ~~Twelfth~~Agreement ~~Forbearance~~and ~~Amendment~~Plan isof ~~qualified~~Merger indated ~~its~~as ~~entirety~~of byDecember 22, ~~reference~~2009, toby and among The Meridian Resource Corporation, a Texas corporation (the ~~Twelfth~~“Company”), ~~Forbearance~~Alta ~~Amendment~~Mesa Holdings, LP, a ~~copy~~Texas limited partnership (“Parent”), and Alta Mesa Acquisition Sub, LLC, a Texas limited liability company and wholly-owned subsidiary of ~~which~~Parent is(“Merger ~~attached~~Sub”), as ~~Exhibit~~amended by the First Amendment to Agreement and Plan of Merger dated as of April 107, 2010 (the “First Amendment” and collectively, the “Merger Agreement”), the Merger (as defined in the Merger Agreement) was consummated on May 13, 2010.1 ~~hereto~~As a result of the Merger, the Company was merged with and into Merger ~~incorporated~~Sub, ~~herein~~and byMerger ~~reference~~Sub was the surviving entity. As a result, the Company became a wholly-owned subsidiary of Parent.

~~Second~~ The ~~Amendment~~foregoing description of the Merger Agreement does not purport to ~~Shell~~be ~~Compromise~~complete and ~~Settlement~~is qualified in its entirety by reference to the full text of the Agreement and Plan of Merger, which is attached as Exhibit 2.1 to the Form 8-K filed on December 29, 2009, and the First Amendment, which is attached as Exhibit 2.1 to the Form 8-K filed on April 12, 2010.

AsItem previously reported, on January 11, 2010, the Company entered into a Compromise and Settlement Agreement (as amended, the “Settlement Agreement”) with Shell Oil Company and SWEPI LP (together, “Shell”) regarding indemnity claims made by Shell under two acquisition agreements related to certain fields the Company acquired from Shell in the late 1990s3.01. OnNotice ~~April 15, 2010, the Company and Shell entered into the Second Amendment to Compromise and Settlement Agreement (the “Second Shell Amendment”) that extended the date for conveyance~~ of ~~certain~~Delisting ~~property~~or ~~and~~Failure ~~the date for payment of the first of five annual payments of $1 million each~~ to ~~the~~Satisfy ~~earlier~~a ofContinued ~~July 1,~~Listing ~~2010~~Rule or ~~the~~ ~~closing~~Standard; ofTransfer ~~a sale~~ of the assets or equity interest in the Company to a third party (the transactions contemplated by the previously disclosed proposed merger with Alta Mesa Holdings, LP qualifies as such a sale transaction)Listing.

~~This~~ On ~~description~~May 13, 2010, the Company notified the New York Stock Exchange (the “NYSE”) of the effectiveness ~~Second~~of ~~Shell~~the ~~Amendment~~Merger. isAs ~~qualified~~a inresult ~~its~~of ~~entirety~~the byMerger, ~~reference~~the toCompany no longer meets the numerical ~~Second~~listing ~~Shell~~requirements ~~Amendment~~of the NYSE. The Company also notified NYSE that following the Merger no shares of the Company’s common stock, par value $0.01 per share (each, a ~~copy~~“Share”), remain outstanding, and the Company requested that the NYSE file with the Securities and Exchange Commission a Notification of ~~which~~Removal isfrom ~~attached~~Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as ~~Exhibit~~amended (the “Exchange Act”), on Form ~~10.2~~25 ~~hereto~~to remove the Shares from listing on the NYSE and ~~incorporated~~to ~~herein~~deregister the Shares under the Exchange Act. Consequently, trading byof ~~reference~~the Shares on the NYSE will cease at market close on May 13, 2010.


Item 3.03.		Material Modification to Rights of Security Holders.

In connection with the consummation of the Merger, each Share issued and outstanding immediately prior to the consummation of the Merger (other than Shares held by Parent, Merger Sub or any of their wholly-owned subsidiaries, Shares held in the Company’s treasury, and Dissenting Shares (as defined in the Merger Agreement)) was converted into the right to receive an amount in cash equal to $0.33 per Share (the “Merger Consideration”). Upon consummation of the Merger, the Company’s shareholders immediately prior to the consummation of the Merger ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration or their right to appraisal of their Shares under Texas law) and accordingly no longer have any interest in the Company’s future earnings or growth.


Item 8.01.		Other Events

On May 13, 2010, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.


Item 9.01.		Financial Statements and Exhibits.

(d)		Exhibits.
10.1		Twelfth Amendment to Forbearance and Amendment Agreement, dated as of April 15, 2010, among The Meridian Resource Corporation, certain of its subsidiaries, Fortis Capital Corp., as administrative agent, and the several banks, financial institutions and other entities from time to time parties to the Amended and Restated Credit Agreement, dated as of December 23, 2004, as amended, among The Meridian Resource Corporation, Fortis Capital Corp., as administrative

(d) Exhibits


Exhibit No.		Description
	99.1	Press Release dated May 13, 2010.

~~agent, and the lenders party thereto. 10.2 Second Amendment to Compromise and Settlement Agreement, dated April 15, 2010, among The Meridian Resource Corporation, Shell Oil Company and SWEPI LP.~~SIGNATURES

2Pursuant 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.

SIGNATURE


	THE MERIDIAN RESOURCE CORPORATION
May 13, 2010	By:	/s/ Harlan H. Chappelle
		Name:	Harlan H. Chappelle
		Title:	President and Chief Executive Officer

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly~~Exhibit Index ~~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


Exhibit No.		Description
	99.1	Press Release dated May 13, 2010.

Date: April 20, 2010

Exhibit Index.

10.1		Twelfth Amendment to Forbearance and Amendment Agreement, dated as of April 15, 2010, among The Meridian Resource Corporation, certain of its subsidiaries, Fortis Capital Corp., as administrative agent, and the several banks, financial institutions and other entities from time to time parties to the Amended and Restated Credit Agreement, dated as of December 23, 2004, as amended, among The Meridian Resource Corporation, Fortis Capital Corp., as administrative agent, and the lenders party thereto.
10.2		Second Amendment to Compromise and Settlement Agreement, dated April 15, 2010, among The Meridian Resource Corporation, Shell Oil Company and SWEPI LP.

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