EXHIBIT 3.1

                       THE MERIDIAN RESOURCE CORPORATION

                              AMENDMENT NO. 1 TO
                          AMENDED AND RESTATED BYLAWS
                         ADOPTED EFFECTIVE MAY 5, 1999

      At a meeting of the Board of Directors of The Meridian Resource
Corporation, a Texas corporation (the "Company"), held May 5, 1999, the Board of
Directors of the Company approved the following amendment to the Company's
Amended and Restated Bylaws (the "Bylaws") by adding the following sections to
Article II of the Bylaws:

      SECTION 13.  NOTICE OF BUSINESS.

      (a) No business shall be conducted at an annual meeting of stockholders
unless such business is properly brought before the meeting in accordance with
the procedures hereinafter set forth in this Section 13; PROVIDED, HOWEVEr,
nothing in this Section 13 shall be deemed to preclude discussion by any
stockholder of any business properly brought before the annual meeting in
accordance with said procedures.

      (b) To be properly brought before the meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors or (iii) otherwise
properly brought before the meeting by a stockholder who (A) is a stockholder of
record on the date of the giving of the notice provided for below and on the
record date for the determination of stockholders entitled to vote at such
annual meeting and (B) gives timely notice of such business in writing to the
Secretary of the corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 90 days nor more than 120 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for date
that is not within 30 days before or after such anniversary date, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or public disclosure of the annual meeting date was made,
whichever occurs first. A stockholder's notice to the Secretary of the
corporation shall set forth (i) a brief description of the each matter desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
stockholder proposing such business, (iii) the class and number of shares of the
corporation that are beneficially owned by the stockholder, (iv) any material
interest of the stockholder in such business and (v) a representation that such
stockholder intends to appear in person or by proxy at the annual meeting to
bring such business before the meeting.

      (c) Any adjournment or postponement of the original meeting whereby the
meeting will reconvene within 30 days from the original date shall be deemed for
purposes of notice to be a continuation of the original meeting and no business
may be brought before any such reconvened meeting unless timely notice of such
business was given to the Secretary of the corporation for the meeting as
originally scheduled.

      (d) If the Chairman of an annual meeting of stockholders determines that
business was not properly brought before the annual meeting in accordance with
the foregoing procedures, the Chairman shall declare to the meeting that the
business was not properly brought before the meeting and such business shall not
be transacted.

      (e) For purpose of this Section 13, the term "public disclosure" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.

      (f) Notwithstanding anything contained in this Section 13 to the contrary,
a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder with respect to the matters set forth in this Section 13.
Nothing in this Section 13 shall be deemed to affect any rights of stockholders
to request inclusion of proposals in the corporation's proxy statement pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

      SECTION 14.  NOMINATION OF DIRECTORS.

      (a) Only persons who are nominated in accordance with the procedures set
forth in this Section 14 shall be eligible for election as directors of the
corporation.

      (b) Nominations of persons for election to the Board of Directors of the
corporation may be made at a meeting of stockholders only (i) by or at the
direction of the Board of Directors or (ii) by a stockholder who (A) is a
stockholder of record on the date of the giving of the notice provided for below
and on the record date for the determination of stockholders entitled to vote at
such annual meeting and (B) gives timely notice in writing to the Secretary of
the corporation of such nomination. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 90 days nor more than 120 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for date
that is not within 30 days before or after such anniversary date, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or public disclosure of the annual meeting date was made,
whichever occurs first. A stockholder's notice to the Secretary of the
corporation shall set forth (i) as to each person whom the stockholder proposes
to nominate for election or re-election as director, all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended, or any successor regulation thereto, (ii) the name and record address
of the stockholder proposing such business, (iii) the class and number of shares
of the corporation that are beneficially owned by the stockholder, (iv) a
description of all arrangements or understandings between such stockholder and
each proposed nominee and any other person or persons (including their names)
pursuant to which the nomination or nominations are to be made by such
stockholder and (v) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons named in the notice.
Such notice must be accompanied

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by a written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.

      (c) Any adjournment or postponement of the original meeting whereby the
meeting will reconvene within 30 days from the original date shall be deemed for
purposes of notice to be a continuation of the original meeting and no
nominations by a stockholder of persons to be elected as directors of the
corporation may be made at any such reconvened meeting unless timely notice of
such nominations was given to the Secretary of the corporation for the meeting
as originally scheduled.

      (d) If the Chairman of a meeting of stockholders determines that a
nomination was not properly brought before the annual meeting in accordance with
the foregoing procedures, the Chairman shall declare to the meeting that the
nomination was not properly brought before the meeting and such nomination shall
be disregarded.

      (e) For purpose of this Section 14, the term "public disclosure" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.

      (f) Notwithstanding anything contained in this Section 14 to the contrary,
a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder with respect to the matters set forth in this Section 14.
Nothing in this Section 14 shall be deemed to affect any rights of the holders
of any series of Preferred Stock to elect directors under specified
circumstances.

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