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                                                                     EXHIBIT 4.1


                              TERMINATION AGREEMENT

         This Termination Agreement (this "Agreement") by and between The
Meridian Resource Corporation, a Texas corporation ("Meridian"), and Shell
Louisiana Onshore Properties Inc., a Delaware corporation ("SLOPI"), is entered
into this 29th day of January, 2001.

                               W I T N E S S E T H

         WHEREAS, Meridian and SLOPI entered into that certain Option and
Standstill Agreement dated July 17, 2000 (the "Option Agreement");

         WHEREAS, in connection with Meridian's exercise of the Option (as
defined in the Option Agreement), Meridian and SLOPI propose to enter into
various agreements, including a Registration Rights Agreement dated the date
hereof;

         WHEREAS, Meridian and SLOPI entered into that certain Stock Rights and
Restrictions Agreement dated June 30, 1998 (the "Stock Rights and Restrictions
Agreement"), a copy of which is attached to this Agreement as ANNEX A, and that
certain Registration Rights Agreement dated June 30, 1998 (the "1998
Registration Rights Agreement"), a copy of which is attached to this Agreement
as ANNEX B; and

         WHEREAS, Meridian and SLOPI desire to terminate the Stock Rights and
Restrictions Agreement and the 1998 Registration Rights Agreement upon the
closing of the exercise of the Option (the "Effective Time").

         NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

         1. Meridian and SLOPI mutually agree that the Stock Rights and
Restrictions Agreement and the 1998 Registration Rights Agreement shall be
terminated and canceled and shall be of no further force and effect as of the
Effective Time. Meridian and SLOPI mutually agree that Section 2.1(c) of the
Stock Rights and Restrictions Agreement will not survive the termination of the
Stock Rights and Restrictions Agreement.

         2. This Agreement constitutes the entire understanding and agreement
between Meridian and SLOPI with respect to the subject matter hereof and
supersedes all prior negotiations, understandings and agreements between them
relating to the same subject matter.



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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
agreement on the date first written above.

                                         THE MERIDIAN RESOURCE CORPORATION



                                                 /s/ Joseph A. Reeves, Jr.
                                         ---------------------------------------
                                                     Joseph A. Reeves, Jr.
                                                     Chairman of the Board
                                                   and Chief Executive Officer


                                         SHELL LOUISIANA ONSHORE PROPERTIES INC.



                                         By:       /s/ R.V. Deere
                                            ------------------------------------
                                         Name:         R.V. Deere
                                              ----------------------------------
                                         Title:        Treasurer
                                               ---------------------------------

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