AMENDED AND RESTATED
 
                                     BYLAWS
                                       OF
 
                        THE MERIDIAN RESOURCE CORPORATION
                         ADOPTED EFFECTIVE JUNE 1, 1998
 
                                   ARTICLE I.
 
                                     OFFICES
 
      The principal office of the corporation in the State of Texas shall be
located in the City of Houston, County of Harris. The corporation may have such
other offices, either within or without the State of Texas, as the board of
directors may designate or as the business of the corporation may require from
time to time.
 
      The registered office of the corporation required by the Texas Business
Corporation Act to be maintained in the State of Texas may be, but need not be,
identical with the principal office in the State of Texas, and the address of
the registered office may be changed from time to time by the board of
directors.
 
                                   ARTICLE II.
 
                                  SHAREHOLDERS
 
      Section l. ANNUAL MEETING. An annual meeting of shareholders shall be held
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting on such date and at such time as the
Board of Directors shall fix and set forth in the notice of the meeting.
 
 
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      Section 2. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the chairman of the board of directors, and shall be called by the president at
the request of the holders of not less than one-tenth of all the outstanding
shares of the corporation entitled to vote at the meeting.
 
      Section 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Texas, as the place of meeting for
any annual meeting or for any special meeting called by the board of directors.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the registered office of the corporation in the State
of Texas.
 
      Section 4. NOTICE OF MEETING. Written or printed notice stating the place,
day, and hour of each shareholders' meeting and, in case of a special meeting,
the purpose or purposes for which the shareholders' meeting is called, shall be
delivered not less than ten (10) days nor more than sixty (60) before the date
of the meeting, either personally or by mail, by or at the direction of the
Chairman of the Board of Directors, President, the Secretary, or the officer or
person calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited into the United States mail, addressed to the shareholder at his or
her address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.
 
      Section 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purposes of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, 60 days. If the stock transfer
books shall be closed for the purpose of
 
 
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determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting. In lieu of closing the stock transfer books, the board
of directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than 60 days
and, in case of a meeting of shareholders, not less than ten days prior to the
date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring such dividend
is adopted, as the case may be shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.
 
      Section 6. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of shareholders entitled to
vote at such meeting, or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by each, which list for
a period of ten days prior to such meeting shall be kept on file at the
registered office of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original
 
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stock transfer book shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any meeting of
shareholders.
 
      Section 7. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
 
      Section 8. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
11 months from the date of its execution, unless otherwise provided in the
proxy.
 
      Section 9. VOTING OF SHARES. Unless otherwise required by law, each
outstanding share entitled to vote or except as otherwise provided by the
Articles of Incorporation, shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders. In the election of directors
of the corporation, votes may not be cumulative.
 
      Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine.
 
 
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      Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without transfer of such shares into his name.
 
      Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer into his name if authority to do so be contained
in an appropriate order of the court by which such receiver was appointed.
 
      A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
 
      Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
 
      Section 11. ORDER OF BUSINESS AND RULES OF PROCEDURE. All meetings of the
shareholders shall be presided over by the Chairman of the meeting, who shall be
the Chairman of the Board of Directors, or if he is not present, the President,
or if neither the Chairman of the Board nor the President is present, any person
who shall be designated by the Board of Directors as Chairman for the purpose of
presiding over such meeting. The Secretary of the corporation, if present, shall
act as Secretary of the meeting; or if the Secretary is not present, a Secretary
of the meeting shall be designated by the Chairman of the meeting. Unless the
Chairman of the meeting shall otherwise determine, the order of business at all
annual and special meetings of shareholders shall, to the extent practicable, be
as follows:
 
 
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      (l)   Call to order.
 
      (2)   Presentation of proof of due calling and notice of the meeting.
      (3)   Presentation and examination of proxies.
      (4)   Ascertainment and announcement of quorum.
      (5)   Reading (or waiver of reading) and approval of minutes of prior 
             meeting.
      (6)   Report of officers.
      (7)   Reports of officers and committees.
      (8)   Receiving motions and resolutions, discussion and vote thereon. 
 
      (9)   Nomination for directors if an annual meeting or special meeting 
            called for that purpose.
 
      (10)  Vote on directors.
 
      (11)  Receipt of report of inspectors on results of election and vote on
            motions and resolutions.
 
      (12) Any other unfinished business. (13) Any other new business.
 
      (14)  Adjournment.
 
The Chairman of the meeting shall resolve all questions pertaining to conduct of
the shareholders' meetings, including each orderly adjournment thereof. Legal
counsel to the company, or such other person as is specified in notice of the
meeting, shall act as parliamentarian.
 
      Section 12. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the board of directors shall appoint not less than one nor more
than three inspectors of election. If there is no such appointment made in
advance, or if any appointed person refuses or fails to serve, the Chairman of
the meeting shall appoint a replacement. Inspectors of election shall determine
the number of
 
 
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shares outstanding, voting power of each share, shares represented at the
meeting, existence of a quorum, and authenticity, validity and effect of
proxies; shall receive votes, ballots, assents and consents, and hear and
determine all challenges and questions in any way arising in connection with a
vote; shall count and tabulate all votes, assents and consents, and determine
and announce results; and do all other acts as may be proper to conduct
elections or votes with fairness to all stockholders.
 
                                 ARTICLE III.
 
                              BOARD OF DIRECTORS
 
      Section 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by its Board of Directors.
 
      Section 2. NUMBER AND CLASSIFICATION OF COMPANY'S BOARD OF DIRECTORS. The
number of directors which shall constitute the whole Board of Directors of the
Corporation shall be not less than three (3), as may be specified from time to
time by action of the Board of Directors. The directors for whom holders of the
Company's Common Stock are entitled to vote shall be classified into three
classes: Class I, Class II and Class III; however, directors for whom holders of
the Common Stock are not entitled to vote shall not be classified unless
required by the Company's Articles of Incorporation or certificate of
designation or other instrument creating the class of capital stock entitled to
elect such director. Such classes shall be as nearly equal in number of
directors as possible. One-third of the classified Directors shall be elected
each year for staggered three-year terms and Directors that are not classified
shall be elected for one-year terms. Class I Directors shall serve for a term
expiring at the 1991 Annual Meeting and the term in office of directors of such
class shall expire at the annual meeting of shareholders every third year
thereafter. Class II Directors shall serve for a term expiring at the 1992
Annual Meeting and the term in office of directors of such class
 
 
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shall expire at the annual meeting of shareholders every third year thereafter.
Class III Directors shall serve for a term expiring at the 1993 Annual Meeting
and the term in office of directors of such class shall expire at the annual
meeting of the shareholders every third year thereafter. Each director shall
serve until his successor shall have been duly elected and qualified, unless he
shall resign, become disqualified or disabled, or shall otherwise be removed.
 
      At each annual election, the directors chosen to succeed those whose terms
then expire shall be of the same class as the directors they succeed, unless, by
reason of any intervening changes in the authorized number of directors, the
Board of Directors shall designate one or more directorships whose term then
expires as directorships of another class in order more nearly to achieve
equality of number of directors among the classes.
 
      Notwithstanding the rule that the three classes shall be as nearly equal
in number of directors as possible, in the event of any change in the authorized
number of directors, each director then continuing to serve as such shall
nevertheless continue as a director of the class of which he is a member until
the expiration of his current term, or his prior death, resignation or removal.
If any newly created directorship may, consistent with the rule that the three
classes shall be as nearly equal in number of directors as possible, be
allocated to one or two or more classes, the Board of Directors shall allocate
it to that of the available classes whose terms of office are due to expire at
the earliest date following such allocation. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
 
      Section 3. REMOVAL. No director of the Corporation shall be removed from
his office as a director by vote or other action of the shareholders or
otherwise except for cause.
 
      Section 4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created
directorships resulting from an increase in the number of directors may be
filled by the affirmative vote of a
 
 
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majority of the directors for a term of office continuing only until the next
election of one or more directors by the shareholders entitled to vote thereon;
provided, however, that the Board of Directors shall not fill more than two such
directorships during the period between two successive annual meetings of
shareholders. Any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors. Any director elected to
fill any such vacancy shall hold office for the remainder of the full term of
the director whose departure from the Board of Directors created the vacancy and
until such newly elected director's successor shall have been elected and
qualified.
 
      Section 5. PROVISION, REPEAL, ETC. Notwithstanding any other provision of
these Bylaws, Sections 2 through 5, inclusive, of this Article III cannot be
amended except in strict compliance with the Corporation's Articles of
Incorporation.
 
      Section 6. REGULAR MEETINGS. The annual meeting of the Board of Directors
shall be held without notice other than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The Board of Directors may at
any Board meeting, either within or without the State of Texas, call and
schedule such additional meetings.
 
      Section 7. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or any Director. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Texas, as the place for holding
any special meeting of the Board of Directors called by them.
 
      Section 8. NOTICE. Notice of any special meeting, effective upon delivery
in accordance herewith, shall be given at least one (l) day prior thereto by
oral or written notice delivered personally, or by written notice mailed to each
Director at his business address or by telegram or by
 
 
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telephonic facsimile transmission. If mailed, the notice shall be deemed to be
delivered three (3) days following its deposit in the United States mail so
addressed, with postage thereon prepaid. If notice is given by telegram, it
shall be deemed to be delivered when delivered to the telegraph company. The
attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting, except where a Director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice of such meeting.
 
      Section 9. QUORUM. A majority of the number of Directors fixed in the
manner provided by Section 2 of this Article III shall constitute a quorum for
the transaction of business at any meeting of the Board of Directors, but if
less than such majority is present at a meeting, a majority of the Directors
present may adjourn the meeting from time to time without further notice.
 
      Section 10. MANNER OF ACTING. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
 
      Section 11. COMPENSATION. By resolution of the Board of Directors, the
Directors may be paid a fixed sum and/or their expenses of attendance, if any,
at each meeting of the Board of Directors, and/or may be paid a stated salary
for acting as a Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
 
      Section 12. PRESUMPTION OF ASSENT. A Director who is present at a meeting
of the Board of Directors shall be presumed to have assented to any action taken
thereat unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the secretary of
the meeting before adjournment thereof or shall forward his dissent by
registered
 
 
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mail to the Secretary of the Corporation immediately after adjournment of the
meeting. Such right to dissent shall not apply to a Director who voted in favor
of such action.
 
      Section 13. COMMITTEES. By resolution adopted by a majority of the full
Board of Directors, the Directors may designate an Executive Committee and one
(1) or more other committees from its members, each of which shall exercise such
authority and responsibility as may be set forth in the resolution establishing
the same, subject to the provisions of Article 2.36 of the Texas Business
Corporation Act. Each such committee shall serve at the pleasure of the Board of
Directors, and shall establish its own administrative and operational rules and
procedures, but shall be required to keep accurate records of all actions taken
by it.
 
                                  ARTICLE IV.
 
                                   OFFICERS
 
      Section 1. NUMBER. The officers of the corporation shall be a chairman of
the board of directors, a president, one or more vice-presidents (the number
thereof to be determined by the board of directors), a secretary, and a
treasurer, each of whom shall be elected by the board of directors. Such other
officers and assistant officers as may be deemed to be necessary may be elected
or appointed by the board of directors. Any two or more offices may be held by
the same person, except the office of president.
 
      Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation to
be elected by the board of directors shall be elected annually by the board of
directors at the first meeting of the board of directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each
 
 
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officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.
 
      Section 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
 
      Section 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
 
      Section 5. CHAIRMAN OF THE BOARD. The chairman of the board of directors
shall be the chief executive officer of the company and, subject to the board of
directors, shall be in general charge of the affairs of the company. He 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 officer of the corporation to preside at such meetings.
 
      Section 6. PRESIDENT. Subject to the chairman of the board of directors
and the board itself, the president shall in general supervise and control all
of the business and affairs of the corporation. He may sign, with the secretary
or any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the
 
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office of president and such other duties as may be prescribed by the board of
directors from time to time.
 
      Section 7. THE VICE-PRESIDENTS. In the absence of the president or in the
event of his death, inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election) shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. A vice president shall perform such duties as
may from time to time be assigned to him by the president or the board of
directors, and if authorized by the board of directors, may sign, together with
another appropriate officer authorized by these bylaws and the board of
directors, certificates for shares of stock of the corporation.
 
      Section 8. THE SECRETARY. The Secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are given in accordance with
the provisions of these bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents the execution of which on behalf of
the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (e) if authorized by the board of directors, sign
along with another appropriate officer authorized by these bylaws and the board
of directors, certificates for shares of stock of the corporation; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him by the president or by the
board of directors.
 
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      Section 9. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the board of directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these bylaws; and (b) in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the board of directors.
 
      Section 10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
treasurers shall respectively, if required by the board of directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the board of directors shall determine. The assistant secretaries and
assistant treasurers, in general, shall perform such duties as shall be assigned
to them by the secretary or the treasurer, respectively, or by the president or
by the board of directors.
 
      Section 11. SALARIES. The salaries of the officers shall be fixed from
time to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
 
                                  ARTICLE V.
 
                     CONTRACTS, LOANS, CHECKS AND DEPOSITS
 
      Section l. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
 
 
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      Section 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors.
 
Such authority may be general or confined to specific instances.
 
      Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.
 
      Section 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the board of directors may
select.
 
                                   ARTICLE VI.
 
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER
 
      Section l. CERTIFICATES FOR SHARES. Certificates representing shares of
the corporation shall be in such form as shall be determined by the board of
directors. The stock certificates shall be signed by (a) the chairman of the
board plus the president, or a vice president, or the secretary; or (b) the
president plus a vice president or the secretary; as shall be determined by the
board of directors. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and
 
 
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canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the board of directors may prescribe.
 
      Section 2. TRANSFER OF SHARES. Transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the secretary of the corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
 
                                 ARTICLE VII.
 
                                  FISCAL YEAR
 
      The fiscal year of the corporation shall be determined by the Board of
Directors.
 
                                 ARTICLE VIII.
 
                                   DIVIDENDS
 
      The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its articles of incorporation.
 
                                  ARTICLE IX.
 
                                     SEAL
 
      The board of directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation.
 
 
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                                  ARTICLE X.
 
                                  AMENDMENTS
 
      The authority to alter, amend, or repeal these bylaws, and adopt new
bylaws, is delegated to the board of directors, but any bylaws so adopted,
altered, amended or repealed by the board of directors may be altered or
repealed by the stockholders by a majority vote of the outstanding shares.
 
                                  ARTICLE XI.
 
                          NOTICE AND WAIVER OF NOTICE
 
      Whenever any notice whatever is required to be given under the provisions
of these bylaws, said notice shall be deemed to be sufficient if given by
depositing the same in a post office box in a sealed postpaid wrapper addressed
to the persons entitled thereto at his post office address, as it appears on the
books of the corporation, and such notice shall be deemed to have been given on
the date of such mailing. A waiver of notice, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Neither the business to be transacted at, nor the
purposes of, any regular or special meeting of the board of directors or
shareholders need be specified in the waiver of notice of such meeting.
 
                                  ARTICLE XII
 
                                   INDEMNITY
 
      Section 1. GENERAL INDEMNITY. The corporation shall indemnify any person
who was or is a party or a witness or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, any appeal in such an
action, suit or proceeding, and any inquiry or investigation that could lead to
such
 
 
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an action, suit or proceeding by reason of the fact that such person is or was a
Director, "advisory director" or officer of the corporation, or is or was
serving at the request of the corporation as a Director, "advisory director" or
officer of another corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise; and may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
contemplated action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, any appeal in such an action, suit
or proceeding, and any inquiry or investigation that could lead to such an
action, suit or proceeding, by reason of the fact that such person is or was an
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise; against reasonable expenses actually
incurred (including attorneys' fees), penalties (including excise and similar
taxes), judgments, fines and amounts paid in settlement in connection with such
action, suit or proceeding if such person conducted himself in good faith and,
with respect to conduct undertaken in his "Official Capacity" (defined below),
in a manner he reasonably believed to be in the best interests of the
corporation, and, with respect to conduct outside of such person's Official
Capacity, in a manner, at least, not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceedings by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, be
determinative that the person did not act in good faith and in a manner which he
reasonably believed to be in or, if applicable, not opposed to the best interest
of the Corporation, or, with respect to any criminal action or proceedings, that
he had reasonable cause to believe that his conduct was unlawful. In the event a
determination is made that a person is entitled to indemnification pursuant to
the foregoing
 
                                     -18-
<PAGE>
provisions of this Section l in connection with a proceeding in which the person
is found liable to the corporation or is found liable on the basis that improper
personal benefit was received, such indemnification shall be limited to the
reasonable expenses (including court costs and attorneys' fees) actually
incurred by such person in connection with the applicable proceeding, provided,
no indemnification shall be made under this Section 1 in respect of any
proceeding in which such person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the corporation. For
purposes hereof a person shall be deemed to have been "found liable" in respect
of any matter, claim or issue only if so adjudged by a court of competent
jurisdiction after exhaustion of all appeals therefrom.
 
      Section 2. "OFFICIAL CAPACITY". The term "Official Capacity" herein means
(i) when used with respect to a director, the office of director of the
corporation, and (ii) when used with respect to a person other than a director,
the elective or appointive office of the corporation held by such person or the
employment or agency relationship undertaken by such person on behalf of the
corporation, but in each case does not include service for any other foreign or
domestic corporation or any partnership, joint venture, sole proprietorship,
trust, employee benefit plan or other enterprise.
 
      Section 3. SUCCESSFUL DEFENSE. The extent that a director, officer,
employee or agent of the corporation has been wholly successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section 1
of this Article XII in which he is a named defendant or respondent, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) and costs actually and reasonably incurred
by him in connection therewith.
 
      Section 4. DETERMINATION OF CONDUCT. Any indemnification under Section 1
of this Article XII (unless ordered by a court) shall be made by the corporation
only as authorized in the specific
 
 
                                     -19-
<PAGE>
case upon a determination that the indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 1 of this Article XII. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who at the time of the vote were not named
defendants or respondents to such action, suit or proceeding, or (ii) if such
quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion; or
(iii) by the shareholders, in a vote that excludes the shares held by persons
named as defendants or respondents in the proceeding.
 
      Section 5. PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred by a director
or officer of the corporation in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of the final disposition
of such action, suit or proceeding and expenses incurred by an employee or agent
in defending a civil or criminal action, suit or proceedings may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article XII, and an affirmation by such person of his good
faith belief that he has met the applicable standard of conduct. Such written
undertaking shall be an unlimited obligation but need not be secured and it may
be accepted without reference to financial ability to make repayment.
 
      The corporation shall advance such expenses, if requested, by payment
directly to any third party billing for such expenses upon delivery of an
invoice for such expenses.
 
      In the event the corporation shall be obligated to advance or pay the
expenses of any proceeding against an officer, director or other person seeking
indemnity hereunder, the corporation,
 
 
                                     -20-
<PAGE>
if appropriate, shall be entitled to assume the defense of such proceeding, with
counsel approved by the person to be indemnified, upon the delivery to such
person of written notice of its election to do so. After delivery of such
notice, approval of such counsel by the person to be indemnified, and the
retention of such counsel by the corporation, the corporation will not be liable
to the person to be indemnified, for any fees of counsel subsequently incurred
by such person with respect to the same proceeding, provided that (i) such
person shall have the right to employ his own counsel in any such proceeding at
his own expense; and (ii) if (a) the employment of counsel by such person has
been previously authorized by the corporation, (b) such person shall have
reasonably concluded that there may be a conflict of interest between the
corporation and such person in the conduct of any such defense, or (c) the
corporation shall not, in fact, have employed counsel to assume the defense of
such proceeding, then the fees and expenses of any counsel retained by such
person shall be at the expense of the corporation.
 
      Section 6. OTHER INDEMNITY. The indemnification and advancement of
expenses provided or granted pursuant to the other sections of this Article XII
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any Bylaw,
agreement, vote of Stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.
 
      Section 7. INSURANCE INDEMNIFICATION. The corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status
 
 
                                     -21-
<PAGE>
as such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article XII.
 
      Section 8. THE CORPORATION. For purposes of this Article XII, references
to "the Corporation" shall include, in addition to the resulting corporation,
any foreign or domestic constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under and subject to
the provisions of this Article XII with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
 
      Section 9. EMPLOYEE BENEFIT PLANS. For purposes of this Article XII,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Article XII.
 
      Section 10. CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article XII
 
                                     -22-
<PAGE>
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person, and further, the provisions of this Article XII shall continue to be
applicable for matters occurring prior to the revocation or amendment of this
Article XII if it is revoked or amended to eliminate or reduce the effect of
this Article XII.
 
      Section 11. CONSTRUCTION. Nothing herein is intended to require or shall
be construed as requiring the corporation to do or fail to do any act in
violation of applicable law. The provisions hereto shall be severable such that
if any portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the corporation shall nevertheless indemnify the
applicable officer, director, employee or other person to the full extent
permitted by any applicable portion hereof that shall not have been invalidated,
and the balance of this Article XII not so invalidated shall be enforceable in
accordance with its terms.
 
      Section 12. REPORTING. Any indemnification or advancement of expenses in
accordance with this Article XII shall be reported to the shareholders of the
corporation with the notice of the next annual shareholders meeting.
 

[End]

 

 

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.

 

[End]

 

The Meridian Resource Corporation

Amendment No.
 3 to
Amended and Restated Bylaws
Adopted December 22, 2008

     At a meeting of the Board of Directors of The Meridian Resource Corporation, a Texas corporation (the “Company”), held December 22, 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 may 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.

[End]