Edgar Filing: MARINER ENERGY INC

sv3asr

As filed with the Securities and Exchange Commission on April 2, 2007

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

Mariner Energy, Inc.

(Exact name of each registrant as specified in its charter)


Delaware		86-0460233
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification Number)
organization)

One Briar Lake Plaza, Suite 2000
2000 West Sam Houston Parkway South
Houston, Texas 77042
(713) 954-5500
(Address, including zip code, and telephone number,
including area code, of each registrant’s principal executive offices)

Teresa Bushman
Senior Vice President and General Counsel
Mariner Energy, Inc.
One Briar Lake Plaza, Suite 2000
2000 West Sam Houston Parkway South
Houston, Texas 77042
(713) 954-5505
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copy to:
Kelly B. Rose
Baker Botts L.L.P.
910 Louisiana
Houston, Texas 77002-4995
(713) 229-1234

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

Proposed

Maximum

Aggregate

Amount of

Title of Each Class of

Amount to be

Offering Price

Maximum

Registration

Securities to be Registered

Registered (1)

Per Unit

Offering Price

Fee

Common Stock, par value $0.0001 per share (2)

35,615,400


(1)		There is being registered hereby such indeterminate number of shares of common stock of Mariner Energy as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)		In respect of the shares of Mariner Energy common stock registered hereby, a filing fee of $59,847.85 has already been paid pursuant to the Registration Statements on Form S-1 (Registration Nos. 333-124858 and 333-134506) initially filed with the Securities and Exchange Commission on May 12, 2005 and May 26, 2006, respectively. After the transfer of fees contemplated hereby, no securities remain registered under such prior registration statements.

Prospectus

35,615,400 Shares
Common Stock

This prospectus relates to up to 35,615,400 shares of the common stock of Mariner Energy, Inc., which may be offered for sale by the selling stockholders named in this prospectus. The selling stockholders acquired the shares of common stock offered by this prospectus in private equity placements. We are registering the offer and sale of the shares of common stock to satisfy registration rights we have granted.

We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale of common stock by the selling stockholders. The shares of common stock to which this prospectus relates may be offered and sold from time to time directly from the selling stockholders or alternatively through underwriters or broker-dealers or agents. The shares of common stock may be sold in one or more transactions, at fixed prices, at prevailing market prices at the time of sale or at negotiated prices. Because all of the shares being offered under this prospectus are being offered by selling stockholders, we cannot currently determine the price or prices at which our shares of common stock may be sold under this prospectus. Shares of our common stock are listed on the New York Stock Exchange under the symbol “ME.” On March 29, 2007, the closing price of our common stock as reported on the New York Stock Exchange was $18.98 per share. Please read “Plan of Distribution.”

Investing in our common stock involves risks. You should read the section entitled “Risk Factors” beginning on page 19 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which is incorporated by reference herein, for a discussion of certain risk factors that you should consider before investing in our common stock.

You should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information. Neither we nor the selling stockholders are making an offer of these securities in any state where the offer is not permitted.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is March 30, 2007.

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS	1
ABOUT MARINER ENERGY, INC.	1
WHERE YOU CAN FIND MORE INFORMATION	1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS	2
USE OF PROCEEDS	4
DIVIDEND POLICY	4
SELLING STOCKHOLDERS	4
PLAN OF DISTRIBUTION	14
DESCRIPTION OF CAPITAL STOCK	16
REGISTRATION RIGHTS	19
LEGAL MATTERS	20
EXPERTS	20
INDEPENDENT PETROLEUM ENGINEERS	21
Opinion of Baker Botts L.L.P.
Consent of Deloitte & Touche LLP
Consent of KPMG LLP
Consent of Ryder Scott Company, L.P.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission using a “shelf” registration process. Using this process, the selling stockholders may offer shares of our common stock in one or more offerings. A prospectus supplement, if any, may add to, update or change the information contained in this prospectus. Please carefully read this prospectus and any prospectus supplement, in addition to the information contained in the documents we refer to under the heading “Where You Can Find More Information.” Except where the context requires otherwise, in this prospectus, references to Mariner, the “Company,” “we,” “us” and “our” refer to Mariner Energy, Inc.

ABOUT MARINER ENERGY, INC.

Mariner Energy, Inc. is an independent oil and gas exploration, development and production company with principal operations in the Gulf of Mexico, both shelf and deepwater, and the Permian Basin in West Texas. For the year ended December 31, 2006, our total net production was approximately 80.5 Bcfe. Mariner’s principal executive offices are located at One Briar Lake Plaza, Suite 2000, 2000 West Sam Houston Parkway South, Houston, Texas 77042, telephone (713) 954-5500.

WHERE YOU CAN FIND MORE INFORMATION

Mariner files annual, quarterly and current reports, proxy statements and other information with the SEC. You can read and copy these materials at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains information Mariner has filed electronically with the SEC, which you can access over the Internet at http://www.sec.gov. You can also obtain information about Mariner at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

This prospectus is part of a registration statement we have filed with the SEC relating to the securities the selling stockholders may offer. As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the securities. The registration statement, exhibits and schedules are available at the SEC’s public reference room or through its Internet site.

The SEC allows us to “incorporate by reference” the information Mariner has filed with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that Mariner files with the SEC will automatically update and supersede this information. The documents we incorporate by reference (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended) are:

	•		Our annual report on Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on April 2, 2007;

	•		Our current report on Form 8-K/A filed with the SEC on March 31, 2006; and

	•		The description of our common stock contained in our registration statement on Form 8-A, filed on February 10, 2006 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, including any amendment or report filed for the purpose of updating such description.

Any statement contained in this prospectus or a document incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is incorporated by reference in this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

The documents incorporated by reference in this prospectus are available from us upon request. We will provide a copy of any and all of the information that is incorporated by reference in this prospectus to any person, without charge, upon written or oral request. Requests for such copies should be directed to the following:

Mariner Energy, Inc.
One BriarLake Plaza, Suite 2000
2000 West Sam Houston Parkway South
Houston, Texas 77042
Telephone Number: (713) 954-5500
Attention: General Counsel

You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized any person, including any salesman or broker, to provide information other than that provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. The selling stockholders are not making an offer of the securities in any jurisdiction where the offer is not permitted. You should assume that the information in this prospectus and any prospectus supplement is accurate only as of the date on its cover page and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Various statements contained in or incorporated by reference into this prospectus, including those that express a belief, expectation, or intention, as well as those that are not statements of historical fact, are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this prospectus speak only as of the date of this prospectus; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are

inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended December 31, 2006 incorporated by reference into this prospectus, and elsewhere in this prospectus. These risks, contingencies and uncertainties relate to, among other matters, the following:

	•		the volatility of oil and natural gas prices;

	•		discovery, estimation, development and replacement of oil and natural gas reserves;

	•		cash flow, liquidity and financial position;

	•		business strategy;

	•		amount, nature and timing of capital expenditures, including future development costs;

	•		availability and terms of capital;

	•		timing and amount of future production of oil and natural gas;

	•		availability of drilling and production equipment;

	•		operating costs and other expenses;

	•		prospect development and property acquisitions;

	•		risks arising out of our hedging transactions;

	•		marketing of oil and natural gas;

	•		competition in the oil and natural gas industry;

	•		the impact of weather and the occurrence of natural events and natural disasters such as loop currents, hurricanes, fires, floods and other natural events, catastrophic events and natural disasters;

	•		governmental regulation of the oil and natural gas industry;

	•		environmental liabilities;

	•		developments in oil-producing and natural gas-producing countries;

	•		uninsured or underinsured losses in our oil and natural gas operations;

	•		risks related to our level of indebtedness;

	•		the merger, including strategic plans, expectations and objectives for future operations, and the realization of expected benefits from the transaction; and

	•		disruption from the merger making it more difficult to manage Mariner’s business.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of common stock offered by selling stockholders under this prospectus. Any such proceeds will be received by the selling stockholders.

DIVIDEND POLICY

We do not expect to pay dividends in the near future. Our credit and senior notes facilities contain restrictions on the payment of dividends to stockholders.

SELLING STOCKHOLDERS

This prospectus covers shares currently owned by an affiliate of our former sole stockholder as well as shares sold in our private equity placement in March 2005. Some of the shares sold in the private equity placement were sold directly to “accredited investors” as defined by Rule 501(a) under the Securities Act pursuant to an exemption from registration provided in Regulation D, Rule 506 under Section 4(2) of the Securities Act. In addition, we and our former sole stockholder sold shares to Friedman, Billings, Ramsey & Co., Inc. (“FBR”), who acted as initial purchaser and sole placement agent in the offering. FBR sold the shares it purchased from us and our sole stockholder in transactions exempt from the registration requirements of the Securities Act to persons that it reasonably believed were “qualified institutional buyers,” as defined by Rule 144A under the Securities Act or to non-U.S. persons pursuant to Regulation S under the Securities Act. An affiliate of our former sole stockholder, the selling stockholders who purchased shares from us or FBR in the private equity placement and their transferees, pledgees, donees, assignees or successors, may from time to time offer and sell under this prospectus any or all of the shares listed opposite each of their names below. Some of the shares reflected in the following table were issued as restricted stock to our employees pursuant to our Equity Participation Plan.

The following table sets forth information about the number of shares owned by each selling stockholder that may be offered from time to time under this prospectus. Certain selling stockholders may be deemed to be “underwriters” as defined in the Securities Act. Any profits realized by the selling stockholder may be deemed to be underwriting commissions.

The table below has been prepared based upon the information furnished to us by the selling stockholders. The selling stockholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the selling stockholders may change from time to time and, if necessary, we will supplement this prospectus accordingly. We cannot give an estimate as to the amount of shares of common stock that will be held by the selling stockholders upon termination of this offering because the selling stockholders may offer some or all of their common stock under the offering contemplated by this prospectus. The total amount of shares that may be sold hereunder will not exceed the number of shares offered hereby. Please read “Plan of Distribution.”

Except as noted below, to our knowledge, none of the selling stockholders has, or has had within the past three years, any position, office or other material relationship with us or any of our predecessors or affiliates, other than their ownership of shares described below.


			Percentage of
	Number of Shares of		Common
	Common Stock That		Stock
Selling Stockholder	May Be Sold		Outstanding
ACON E&P, LLC(1)		394,044		*
ACON Investments LLC(2)		178,627		*
Acorn Overseas Securities Co		2,600		*
Alexander, Leslie		570,000		*
Alexandra Global Master Fund, Ltd		300,000		*


			Percentage of
	Number of Shares of		Common
	Common Stock That		Stock
Selling Stockholder	May Be Sold		Outstanding
Alexis A. Shehata-Personal Portfolio		1,840		*
Allied Funding, Inc.		17,000		*
America		40,000		*
Anderson, William J.(3)		22,673		*
Anima S.G.R.P.A.		112,000		*
Anita L. Rankin Revocable Trust-U/A DTD 4/28/1995-Anita L. Rankin, TTEE		380		*
Ann K. Miller-Personal Portfolio		6,300		*
Anne Marie Romer-Personal Portfolio		1,290		*
Anthony L. Kremer Revocable Living Trust-U/A DTD 1/27/1998-Anthony L. Kremer TTEE		1,000		*
Anthony L. Kremer-IRA		1,010		*
Atlas (QP), LP		5,550		*
Atlas Capital ID Fund LP		875		*
Atlas Capital (Q.P.), L.P.		50,809		*
Atlas Capital Master Fund Ltd.		107,846		*
Atlas Master Fund		10,920		*
Auto Disposal Systems-401(k)-All Cap Value Account		650		*
Auto Disposal Systems-401(k)-Balanced 60 Account		480		*
Auto Disposal Systems-401(k)-Small Cap Value Account		850		*
Aviation Sales Inc.-401(k) Profit Sharing Plan-Rick J. Penwell TTEE		1,470		*
Axia Offshore Partners, LTD		9,315		*
Axia Partners Qualified, LP		95,739		*
Axia Partners, LP		42,136		*
Baker-Hazel Funeral Home, Inc.-401(k) Plan		550		*
Baker-Hazel Funeral Home-Corporate Investment Fund		330		*
Banks, Michael R.(3)		7,935		*
Basso Fund Ltd.		21,100		*
Basso Multi-Strategy Holding Fund Ltd		78,700		*
Basso Private Opportunities Holding Fund Ltd.		40,800		*
BBT Fund, L.P.		505,811		*
BBVA		321,429		*
Beach, Patrick & Christine JTWROS		6,666		*
Bear Stearns Sec. Corp. Cust. FBO Emerson Partners		50,000		*
Bear Stearns Sec. Corp. Cust. FBO J. Steven Emerson IRA R/O II		720,000		*
Bear Stearns Sec. Corp. Cust. FBO J. Steven Emerson Roth IRA		420,000		*
Bear Stearns Sec. Corp. Cust. FBO J. Steven Emerson		186,000		*
Belmont, Francis E		1,500		*
Bennett Family LLC		2,000		*
Benny L. & Alexandra P. Tumbleston JT WROS		1,890		*
Bermuda Partners, LP		33,000		*
Black Sheep Partners, LLC		33,177		*
Black Sheep Partners II, LLC		10,973		*
BLT Enterprises, LLLP-Partnership		1,100		*
Blueprint Partners, L.P.		20,000		*
Borman, Casey J.		5,000		*
Boston Partners Asset Management, LLC(4)		536,115		*
Bradley J. Hausfeld-IRA		400		*
Brady Retirement Fund L.P.		27,500		*
Brunswick Master Pension Trust		23,600		*
Bushman, Teresa G.(7)		137,170		*
Caisse de depot et placement du Quebec(8)		1,501,586		1.74	%
Calm Waters Partnership		201,500		*
Campbell, Thomas M.(3)		46,932		*
Canyon Capital Balanced Equity Master Fund, Ltd(4)		71,429		*
Canyon Value Realization Fund (Cayman) Ltd.(4)		500,000		*
Canyon Value Realization Fund L.P.(4)		121,428		*
Canyon Value Realization MAC- 18 Ltd(4)		7,143		*
Cap Fund, L.P.		185,619		*
Carmine and Wendy Guerro Living Trust-U/A DTD 7/31/2000-C Guerro and W Guerro, TTEES		1,080		*


			Percentage of
	Number of Shares of		Common
	Common Stock That		Stock
Selling Stockholder	May Be Sold		Outstanding
Carmine Guerro-IRA Rollover		2,090		*
Carol D. Shellabarger Green-Revocable Trust DTD 4/21/00-Carol Downing Green TTEE		890		*
Carol Downing Green-IRA		470		*
Carol V. Hicks-Personal Portfolio		30		*
Carter, Debra R.(3)		5,441		*
Castle Rock Fund Ltd		126,800		*
Castlerock Partners II, L.P.		15,800		*
Castlerock Partners, L.P.		392,000		*
Catalyst Fund Offshore Ltd.		6,434		*
Caxton International Limited(4)		714,200		*
CDP Infrastructure Funds G.P.(8)		1,330,950		1.54	%
Ceisel, Charles B		1,500		*
Chamberlain Investments Ltd.		18,794		*
Charles L. & Miriam L. Bechtel-Joint Personal Portfolio		450		*
Cheyne Special Situations Fund LP		757,000		*
Chimermine, Lawrence		2,000		*
Christine Hausfeld-IRA		160		*
Christopher M. Ruff-IRA Rollover		200		*
Cindu International Pension Fund		2,900		*
Citi Canyon Ltd.(4)		7,143		*
Clam Partners, LLC		70,000		*
Clark Manufacturing Co.-Pension Plan DTD 5/16/1998-John A. Barron TTEE		180		*
Clark Manufacturing Co.-PSP DTD 5/16/98-John A. Barron TTEE		360		*
Concentrated Alpha Partners, L.P.		185,619		*
Congress Ann Hazel-IRA		590		*
Cynthia Mollica Barron-Personal Portfolio		150		*
David Keith Ray-IRA		940		*
David M. Morad Jr.-IRA Rollover		2,800		*
David R. Kremer Revocable Living Trust-DTD 5/7/1996-David R. Kremer & Ruth E. Kremer, TTEES		1,230		*
Davis, John L.(3)		17,005		*
DB AG London(4)		53,571		*
Deanne W. Joseph-IRA Rollover		370		*
Deephaven Event Trading Ltd.(4)		1,176,135		1.36	%
Deephaven Growth Opportunities Trading Ltd.(4)		481,770		*
Delaware Street Capital Master Fund, L.P.		1,210,750		1.40	%
Dickerson, Estelle E.(3)		7,935		*
Dinger, Blaine E.(3)		17,005		*
Dominguez, Melissa D.(3)		3,173		*
Don A. Keasel and Judith Keasel-JTWROS		120		*
Don Keasel-IRA Rollover		810		*
Donald G. Tekamp Revocable Trust-DTD 8/16/2000-Donald G. Tekamp TTEE		1,460		*
Donald L. and Edythe Aukeman-Joint Personal Portfolio		400		*
Donald L. Aukerman-IRA		620		*
Donna M. Ruff-IRA Rollover		80		*
Dorothy W. Savage-Kemp-IRA		440		*
Dorothy W. Savage-Kemp-TOD		820		*
Douglas & Melissa Marchal-Joint Personal Portfolio		290		*
Dr. Donald H. Nguyen & Lynn A. Buffington-JTWROS		540		*
Dr. Juan M. Palomar-IRA Rollover		1,520		*
Drake Associates, L.P.		53,929		*
Duke, James A.(3)		10,203		*
Edenworld International Ltd.		9,636		*
Edison Sources Ltd.		33,600		*
Edward W. Eppley-IRA — SEP		600		*
Edwards, Susan R.(3)		5,895		*
Edythe M. Aukeman-IRA		140		*


			Percentage of
	Number of Shares of		Common
	Common Stock That		Stock
Selling Stockholder	May Be Sold		Outstanding
Elaine S. Berman Trust-DTD 6/30/95-Elaine S. Berman TTEE		550		*
Elaine S. Berman-Inherited IRA-Beneficiary of Freda Levine		460		*
Elaine S. Berman-SEP-IRA		540		*
Electrical Workers Pension Funds Part A		1,855		*
Electrical Workers Pension Funds Part B		1,335		*
Electrical Workers Pension Funds Part C		645		*
Emerson Electric Company		32,300		*
Emerson Partners		60,000		*
Emerson, J. Steven		200,000		*
Emerson, J. Steven IRA R/O II		740,000		*
Emerson, J. Steven Roth IRA		400,000		*
Empyrean Capital Fund		96,250		*
Empyrean Capital Overseas Benefit Plan Fund, Ltd.		18,462		*
Empyrean Capital Overseas Fund, Ltd.		160,288		*
Endeavor Asset Management		20,000		*
Ernst Enterprises-Deferred Compensation DTD 05/20/90-fbo Mark Van de Grift		1,360		*
Evan L. Julber-IRA		9,000		*
Excelsior Value and Restructuring Fund		1,500,000		1.74	%
Farallon Capital Institutional Partners II, L.P.		5,400		*
Farallon Capital Institutional Partners III, L.P.		6,400		*
Farallon Capital Institutional Partners, L.P.		65,600		*
Farallon Capital Offshore Investors, Inc.		124,006		*
Farallon Capital Offshore Investors II, L.P.		61,994		*
Farallon Capital Partners, L.P.		99,086		*
Farvane Limited		2,617		*
FBO Marjorie G. Kasch-U/A/D 3/21/80-Thomas A. Holton TTEE		700		*
Fidelity Contrafund(5)		1,847,200		2.14	%
Fidelity Management Trust Company on behalf of accounts managed by it(6)		4,400		*
Fidelity Puritan Trust: Fidelity Balanced Fund(5)		516,300		*
Fidelity Puritan Trust: Fidelity Low-Priced Stock Fund(5)		1,831,700		2.12	%
Fidelity Securities Fund: Fidelity Small Cap Growth Fund(5)		75,000		*
Fidelity Securities Fund: Fidelity Small Cap Value Fund(5)		200,000		*
Fisher, William F.(3)		56,682		*
Flagg Street Offshore, LP		103,538		*
Flagg Street Partners LP		34,345		*
Flagg Street Partners Qualified LP		37,117		*
Fleet Maritime, Inc.		33,139		*
Folksam		35,000		*
Fondo America		40,000		*
Fondo Attivo		17,000		*
Fondo Trading		55,000		*
Fort Mason Master, L.P.		501,829		*
Fort Mason Partners, L.P.		33,171		*
Framtidsfonden		25,000		*
Gallatin, Ronald		25,000		*
Gary M. Youra, M.D.-IRA Rollover		2,060		*
Geary Partners		95,000		*
George Hicks-Personal Portfolio		860		*
George & Carol V. Hicks Joint Personal Portfolio		30		*
Gerald Allen-IRA		420		*
Gerald E. & Deanne W. Joseph-Combined Portfolio		1,180		*
Gerald J. Allen-Personal Portfolio		3,580		*
GLG Market Neutral Fund		178,570		*
GLG North American Opportunity Fund		850,000		*
Global Capital Ltd.		20,000		*
GMI Master Retirement Trust		33,395		*
Goins, Rebecca L.(3)		5,441		*
Goldman Sachs & Co., Inc.(4)		317,756		*
Goldstein, Robert B. & Candy K		4,000		*


			Percentage of
	Number of Shares of		Common
	Common Stock That		Stock
Selling Stockholder	May Be Sold		Outstanding
Gracie Capital International		75,000		*
Gracie Capital LP		150,000		*
Greek, Cathy & Frank		3,900		*
Gregory A. & Bibi A. Reber-Joint Personal Portfolio		580		*
Gregory J. Thomas-IRA—SEP		370		*
Grelsamer, Philippe		2,500		*
Gruber & McBaine International		15,140		*
Guggenheim Portfolio Company LLC		40,000		*
Guggenheim Portfolio Company XII LLC		35,700		*
H. Joseph & Rosemary Wood-Joint Personal Portfolio		880		*
Hagan, Dawn E.(3)		5,895		*
Hancock, David H		13,300		*
Hansen, Judd A.(7)		158,709		*
Harbor Advisors, LLC FBO Butterfield Bermuda General Account		20,000		*
Harold & Congress Hazel Trust-U/A DTD 4/21/1991-Congress Ann Hazel, TTEE		740		*
Harold A. & Lois M. Ferguson-Joint Personal Portfolio		1,040		*
Hartley, Steven C.(3)		2,267		*
HCM Energy Holdings LLC		78,571		*
HedgEnergy Master Fund LP		120,000		*
HFR HE Systematic Master Trust		28,500		*
Highbridge Event Driven/Relative Value Fund, L.P.(4)		98,702		*
Highbridge Event Driven/Relative Value Fund, Ltd(4)		760,441		*
Highbridge International LLC(4)		671,428		*
Highland Equity Focus Fund, LP		70,000		*
Highland Equity Fund, LP		30,000		*
HSBC Guyerzeller Trust Company		12,630		*
Hsien-Ming Meng-IRA Rollover		990		*
Idnani, Rajesh		7,500		*
Institutional Benchmarks Master Fund, Ltd(4)		7,143		*
Ironman Energy Capital, L.P.		70,000		*
James R. Goldstein-Personal Portfolio		570		*
Jan Munroe Trust(4)		10,000		*
Janice S. Hamon-Personal Portfolio		410		*
Jeannine E. Philpot-Personal Portfolio		820		*
JMG Capital Partners, LP		125,000		*
JMG Triton Offshore Fund Ltd		125,000		*
John & Betty Eubel-Combined Portfolio		5,100		*
John & Lisa O’Neil-Joint Personal Portfolio		1,290		*
John A. Barron-IRA Rollover		2,300		*
John A. Barron-Personal Portfolio		170		*
John A. Barron-Personal Portfolio		390		*
John B. Maynard Jr.-Irrevocable Trust U/A DTD 12/12/93-John B. Maynard Sr., TTEE		320		*
John C. & Sarah L. Kunesh-JTWROS		610		*
John F. Carroll-IRA—SEP		130		*
John H. Lienesch-IRA		2,080		*
John Hancock Funds II		37,240		*
John Hancock Trust		41,800		*
John M. Walsh, Jr.-IRA Rollover		980		*
John O’Meara-IRA Rollover		400		*
John T. Dahm-IRA		1,870		*
Johnson, Richard J.		10,000		*
Johnson Revocable Living Trust		10,000		*
Jon D. and Linda W. Gruber Trust		15,100		*
Jon R. Yenor-IRA Rollover		910		*
Jon R. Yenor & Caroline L. Breckner-Joint Tenants		1,230		*
Joseph D. Maloney-Personal Portfolio		810		*
Joseph F. & Mary K. Scullion-Combined Portfolio		1,400		*
Josey, Scott D.(7)		680,181		*
Judith Keasel-IRA Rollover		340		*


			Percentage of
	Number of Shares of		Common
	Common Stock That		Stock
Selling Stockholder	May Be Sold		Outstanding
Julber, Evan L		4,000		*
Kandythe J. Miller-Combined Portfolio		850		*
Kathleen J. Lienesch Family Trust-DTD 2/2/00-Kathleen J. Lienesch TTEE		1,500		*
Kathleen J. Lienesch-IRA		240		*
Kathryn A. Leeper-Revocable Living Trust DTD 06/29/95-Kathryn A. Leeper, TTEE		540		*
Keith L. Aukeman-IRA Rollover		1,600		*
Kenneth E. Shelton-IRA Rollover		820		*
Kettering Anesthesia Associates-Profit Sharing Plan-FBO David J. Pappenfus		1,230		*
Kevin E. Slattery-Trust B DTD 5/17/99-De Ette Rae Hart TTEE		1,270		*
Kirby C. Leeper-IRA Rollover		590		*
Koehler, Anne C.(3)		14,737		*
Lagunitas Partners LP		69,760		*
Lamb Partners LP		165,600		*
Lanza III, Nick(3)		7,935		*
Larry & Marilyn Lehman-Combined Portfolio		1,600		*
Lawrence J. Harmon Trust A-DTD 1/29/2001-G Harmon & T Harmon & H Wall TTEES		680		*
Leo K. & Katherine H. Wingate-Joint Personal Portfolio		580		*
Lester J. & Susan A. Chamock-JTWROS		2,140		*
Lester, Ricky G.(7)		30,608		*
Linda M. Meister-Personal Portfolio		1,000		*
LJB Inc. Savings Plan & Trust-U/A DTD 1/1/1985 FBO T. Beach-Stephen D. Williams TTEE		490		*
Loegering, Cory L.(7)		124,700		*
Long, Annette R.(3)		7,482		*
Loyola University Employee’s Retirement Plan Trust		8,400		*
Loyola University of Chicago Endowment Fund		8,450		*
MA Deep Event, Ltd.(4)		114,095		*
Magnetar Capital Master Fund, L.P.		90,000		*
Margaret S. Adam Revocable TRUST-DTD 4/10/02-Margaret S. Adam, TTEE		360		*
Marily E. Lipson-IRA		140		*
Marilyn E. Lehman-IRA Rollover		1,600		*
Martha S. Senklw-Revocable Living Trust DTD 11/02/98-Martha S. Senkiw, TTEE		240		*
Martin J. Grunder, Jr.-IRA—SEP		450		*
Marvin E. Nevins-Personal Portfolio		920		*
Mary Ellen Kremer Living Trust-U/A DTD 01/27/1998-Mary Ellen Kremer TTEE		1,100		*
Mary K. Scullion-IRA		1,400		*
Maureen K. Aukeman-Personal Portfolio		190		*
Maureen K. Aukerman-IRA Rollover		880		*
McClung, Emily R.(3)		9,069		*
McCullough, Michael C.(3)		19,272		*
Melendrez, Jesus G.(7)		137,170		*
Melodee Ruffo-Combined Portfolio		720		*
Metal Trades		4,500		*
Miami Valleo Cardiologists, Inc.-Profit Sharing Plan Trust-EBS Small Cap		6,800		*
Miami Valley Cardiologists, Inc.-Profit Sharing Plan Trust-EBS Equity 100		10,060		*
Michael & Marilyn E. Lipson-JTWROS		290		*
Michael A. Houser & H. Stephen Wargo-JTWROS		270		*
Michael F. & Renee D. Ciferri-Joint Personal Portfolio		700		*
Michael G. & Dara L. Bradshaw-Combined Portfolio		1,440		*
Michael G. Lunsford-IRA		640		*
Michael J. Suttman-Personal Portfolio		620		*
Michael Lipson-IRA		190		*
Milo Noble-Personal Portfolio		3,690		*


			Percentage of
	Number of Shares of		Common
	Common Stock That		Stock
Selling Stockholder	May Be Sold		Outstanding
Minnesota Mining & Manufacturing Company		184,300		*
Molohon, Richard A.(7)		56,682		*
Monte R. Black-Personal Portfolio		5,380		*
Morgan Stanley & Co. Incorporated(4)		500,000		*
Muellenberg, Jerry L.(3)		6,802		*
Mulholland Fund, L.P.		13,800		*
Munder Micro-Cap Equity Fund(4)		144,000		*
Neal L. & Kandythe J. Miller-Joint Personal Portfolio		560		*
Neal L. Miller-IRA Rollover		270		*
Neelam Idnani Julian		7,500		*
Nemeth, Denise A.(3)		13,604		*
Northwestern Mutual Life Insurance(4)		1,775,714		2.06	%
Ospraie Portfolio Ltd		1,100,000		1.28	%
OZ Master Fund, Ltd.		527,464		*
Pam Graeser-Personal Portfolio		430		*
Parsons, Thomas B.		1,000		*
Passport Master Fund, LP		224,000		*
Passport Master Fund II, LP		176,000		*
Patricia A. Kremer Revocable Trust -DTD 4/29/04-Donald G. Kremer, TTEE		1,250		*
Patricia Meyer Dorn-Personal Portfolio		2,800		*
Paul R. & Dina E. Cmkovich-Joint Personal Portfolio		4,750		*
Paul S. & Cynthia J. Guthrie-Joint Personal Portfolio		1,530		*
Paul S. Guthrie-IRA		130		*
Paul W. Nordt III-IRA Rollover		80		*
Paul W. Nordt III-IRA Rollover—401(k)		1,390		*
Peck Family Investments, Ltd.		1,090		*
Peter & Noreen McInnes-Combined Portfolio		8,800		*
Peter D. Senkiw-Revocable Living Trust DTD 11/02/98-Peter D. Senkiw, TTEE		320		*
Peter R. Newman-IRA Rollover		2,430		*
Philip M. Haisley-IRA Rollover		330		*
Plemons, Melanie O.(3)		6,802		*
Polasek, Dalton F.(7)		308,349		*
Poole, Richard A.(3)		9,069		*
Precept Capital Master Fund, G.P.		20,000		*
Presidio Partners		127,500		*
Prism Partners I, L.P.		114,782		*
Prism Partners II Offshore Fund		42,857		*
Prism Partners III Leveraged L.P.		137,738		*
Prism Partners IV Leveraged Offshore Fund		160,694		*
Producers-Writers Guild of America		11,700		*
Rae, Rita-Roxanne R.(3)		9,069		*
Raymond W. Lane-Personal Portfolio		1,700		*
Raytheon Company Combined DB/DC Master Trust		23,000		*
Raytheon Master Pension Trust		96,100		*
Rebecca A. Nelson-IRA Rollover		1,200		*
Reed, Sammy D.(3)		13,604		*
Renee D. Ciferri-IRA Rollover		410		*
Richard D. Smith-Combined Portfolio		1,300		*
Richard H. LeSourd, Jr.-IRA—SEP		1,200		*
Richard, Karen A.(3)		9,069		*
Robert A. Riley Beneficiary-Inherited IRA		1,390		*
Robert A. Riley-Revocable Family Trust DTD 5/8/97-Robert A. Riley TTEE		380		*
Robert F. Mays Trust-DTD 12/7/95-Robert F. Mays TTEE		1,470		*
Robert N. Sturwold-Personal Portfolio		520		*
Robert W. Lowry-Personal Portfolio		2,020		*
Ronald Lee Devore MD & Duneen Lynn Devore-JTWROS		270		*
Rosemary Winner Wood-IRA		650		*
Russell, Gregory D.(3)		1,134		*
Ruth E. Kremer Revocable Living Trust-DTD 5/7/96-David R. Kremer & Ruth E. Kremer, TTEES		830		*


			Percentage of
	Number of Shares of		Common
	Common Stock That		Stock
Selling Stockholder	May Be Sold		Outstanding
SAB Capital Partners, L.P.		1,098,083		1.27	%
SAB Overseas Master Fund, L.P.		1,157,617		1.34	%
Sandra E. Nischwitz-Personal Portfolio		1,240		*
Savannah International Longshoremen’s Association Employers Pension Trust		10,200		*
Seneca Capital International Ltd		446,200		*
Seneca Capital LP		215,400		*
Seneca Capital II LP		1,100		*
Settegast, Cynthia L.(3)		7,482		*
SF Capital Partners Ltd(4)		224,500		*
Sharon A. Lowry-IRA-Robert W. Lowry, POA		1,560		*
Sisters of St. Joseph Carondelet		4,700		*
Slovin, Bruce		10,000		*
Sniper Fund		3,300		*
Sound Energy Capital Offshore Fund, Ltd.		41,900		*
Soundpost Capital, LP		9,000		*
Soundpost Partners, LP		9,000		*
Southport Energy Plus Offshore Fund, Inc.		139,300		*
Southport Energy Plus Partners L.P.		318,800		*
Sprain, Janet E.(3)		8,389		*
Spring Street Partners L.P.		40,000		*
SRI Fund, L.P.		22,856		*
Stanley J. Katz-IRA		350		*
State Street Research Energy & Natural Resources Hedge Fund LLC		147,300		*
Steamfitters		1,745		*
Steven & Victoria Conover-Joint Personal Portfolio		470		*
Steven M. Rebecca A. Nelson-Combined Portfolio		1,200		*
Susan J. Gagnon-Revocable Living Trust UA 8/30/95-Susan J. Gagnon TTEE		2,100		*
Talkot Fund, L.P.		40,000		*
Tanya P. Hrinyo Pavlina-Revocable Trust DTD 11/21/95-Tanya P. Hrinyo Pavlina TTEE		1,200		*
Tetra Capital Partners, LP		8,000		*
The Anderson Family-Revocable Trust, DTD 09/23/02-J. Kendall & Tamera L. Anderson, TTEES		1,740		*
The Catalyst Fund Offshore, Ltd.		3,242		*
The Charles T. Walsh Trust-DTD 12/6/2000-Charles T Walsh TTEE		2,500		*
The Edward W. & Frances L. Eppley-Combined Portfolio		600		*
The Foursquare Foundation(4)		4,200		*
The Johnson Irrevocable Living Trust DTD May 1998		10,000		*
The Killen Family Revocable Living Trust DTD 4/27/2004 Terry L. Killen and/or Esther H. Killen		1,560		*
The Louis J. Thomas-Irrevocable Trust DTD 12/6/2000-Gregory J. Thomas, TTEE		530		*
Thomas L. Hausfeld-IRA		250		*
Thomas V. & Charlotte E. Moon Family Trust-Joint Personal Trust		740		*
Timothy A. Pazyniak-IRA Rollover		2,830		*
Timothy J. and Karen A. Beach-JTWROS		460		*
Tinicum Partners, L.P.		1,800		*
TNM Investments LTD-Partnership		310		*
Touradji Global Resources Master Fund, Ltd.		497,000		*
Town of Darien Employee Pension		3,300		*
Town of Darien Police Pension		2,900		*
TPG-Axon Partners (Offshore), Ltd		768,783		*
TPG-Axon Partners, LP		495,017		*
Treaty Oak Ironwood		74,295		*
Treaty Oak Master Fund		59,235		*
Tumbleston-JTWROS		1,890		*


			Percentage of
	Number of Shares of		Common
	Common Stock That		Stock
Selling Stockholder	May Be Sold		Outstanding
Turnberry Asset Management		10,000		*
United Capital Management		17,000		*
University of Richmond Endowment Fund		10,400		*
University of Southern California Endowment Fund		23,000		*
Van den Bold, Michiel C.(7)		226,727		*
Variable Insurance Products Fund II: Contrafund Portfolio(2)		527,600		*
Verizon		122,700		*
Verle McGillivray-IRA Rollover		680		*
Victoire Finance et Aestion BV		35,714		*
Virginia & Edward O’Neil JTWROS		1,650		*
Walter A. Mauck-IRA Rollover		870		*
Warren Foundation		25,000		*
Wildlife Conservation Society		5,800		*
William J. Turner Revocable Living Trust-DTD 05/20/98 Schwab Account-William J. Turner, TTEE		570		*
William U. Warren Fund K		25,000		*
Wooster Capital, LP		33,500		*
Wooster Offshore Fund, Ltd.		70,000		*
York Capital Management, L.P.		119,058		*
York Credit Opportunities Fund L.P.		97,046		*
York Global Value Partners, L.P.		122,363		*
York Investment Limited		528,684		*
York Select Unit Trust		103,376		*
York Select, L.P.		124,473		*
Yvette Van de Grift-Personal Portfolio		220		*
Zelin, Leonard IRA		40,000		*


*		Less than 1%.

(1)		Following our merger in March 2004, but prior to our private equity placement in March 2005, MEI Acquisitions Holdings, LLC, an affiliate of ACON E&P, LLC, was our sole stockholder. At the time of the private equity placement, MEI Acquisitions Holdings, LLC was managed by a board of managers consisting of four of our directors, Messrs. Ginns, Aronson, Lapeyre and Leuschen and two of our former directors, Messrs. Beard and Lancaster. See “Certain Transactions with Affiliates and Management” in Mariner’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 incorporated by reference herein.

(2)		The shares beneficially owned by ACON Investments LLC are held by MEI Investment Holdings, LLC. See “Certain Transactions with Affiliates and Management” in Mariner’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 incorporated by reference herein.

(3)		Employee or former employee of Mariner.

(4)		Broker-dealer or an affiliate of a broker-dealer.

(5)		The entity is a registered investment fund (the “Fund”) advised by Fidelity Management & Research Company (“FMR Co.”), a registered investment adviser under the Investment Advisers Act of 1940, as amended. FMR Co., 82 Devonshire Street, Boston, Massachusetts 02109, a wholly owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 4,997,800 shares of the common stock outstanding of the Company as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Edward C. Johnson 3d, FMR Corp., through its control of FMR Co., and the Fund each has sole power to dispose of the securities owned by the Fund.

		Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fund, which power resides with the Fund’s Board of Trustees.

		The Fund is an affiliate of a broker-dealer. The Fund purchased the shares in the ordinary course of business and, at the time of the purchase of the shares to be resold, the Fund did not have any agreements or understandings, directly or indirectly, with any person to distribute the shares.


(6)		Shares indicated as owned by the entity are owned directly by various private investment accounts, primarily employee benefit plans for which Fidelity Management Trust Company (“FMTC”) serves as trustee or managing agent. FMTC is a wholly owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended. FMTC is the beneficial owner of 4,400 shares of the common stock of the Company as a result of its serving as investment manager of the institutional account(s). Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 4,400 shares and sole power to vote or to direct the voting of 4,400 shares of common stock owned by the institutional account(s) as reported above.

(7)		Executive officer of Mariner except Ricky G. Lester, who resigned October 16, 2006.

(8)		Selling stockholder Caisse de depot et placement du Quebec, a crown agency (i.e., governmental agency), is the controlling shareholder of selling stockholder CDP Infrastructure Funds G.P.

PLAN OF DISTRIBUTION

We are registering the common stock covered by this prospectus to permit selling stockholders to conduct public secondary trading of these shares from time to time after the date of this prospectus. Under the Registration Rights Agreement we entered into with selling stockholders, we agreed to, among other things, bear all expenses, other than brokers’ or underwriters’ discounts and commissions, in connection with the registration and sale of the common stock covered by this prospectus. We will not receive any of the proceeds of the sale of the common stock offered by this prospectus. The aggregate proceeds to the selling stockholders from the sale of the common stock will be the purchase price of the common stock less any discounts and commissions. A selling stockholder reserves the right to accept and, together with their agents, to reject, any proposed purchases of common stock to be made directly or through agents.

The common stock offered by this prospectus may be sold from time to time to purchasers:

	•		directly by the selling stockholders and their successors, which includes their donees, pledgees or transferees or their successors-in-interest, or

	•		through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from the selling stockholders or the purchasers of the common stock. These discounts, concessions or commissions may be in excess of those customary in the types of transactions involved.

The selling stockholders and any underwriters, broker-dealers or agents who participate in the sale or distribution of the common stock may be deemed to be “underwriters” within the meaning of the Securities Act. The selling stockholders identified as registered broker-dealers in the selling stockholders table above (under “Selling Stockholders”) are deemed to be underwriters with respect to securities sold by them pursuant to this prospectus. As a result, any profits on the sale of the common stock by such selling stockholders and any discounts, commissions or agent’s commissions or concessions received by any such broker-dealer or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Selling stockholders who are deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to prospectus delivery requirements of the Securities Act. Underwriters are subject to certain statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.

The common stock may be sold in one or more transactions at:

	•		fixed prices;

	•		prevailing market prices at the time of sale;

	•		prices related to such prevailing market prices;

	•		varying prices determined at the time of sale; or

	•		negotiated prices.

These sales may be effected in one or more transactions:

	•		on any national securities exchange or quotation on which the common stock may be listed or quoted at the time of the sale;

	•		in the over-the-counter market;

	•		in transactions other than on such exchanges or services or in the over-the-counter market;

	•		through the writing of options (including the issuance by the selling stockholders of derivative securities), whether the options or such other derivative securities are listed on an options exchange or otherwise;

	•		through the settlement of short sales; or

	•		through any combination of the foregoing.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

In connection with the sales of the common stock, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions which in turn may:

	•		engage in short sales of the common stock in the course of hedging their positions;

	•		sell the common stock short and deliver the common stock to close out short positions;

	•		loan or pledge the common stock to broker-dealers or other financial institutions that in turn may sell the common stock;

	•		enter into option or other transactions with broker-dealers or other financial institutions that require the delivery to the broker-dealer or other financial institution of the common stock, which the broker-dealer or other financial institution may resell under the prospectus; or

	•		enter into transactions in which a broker-dealer makes purchases as a principal for resale for its own account or through other types of transactions.

To our knowledge, there are currently no plans, arrangements or understandings between any selling stockholders and any underwriter, broker-dealer or agent regarding the sale of the common stock by the selling stockholders. The maximum amount of compensation to be received by any participating NASD member will not exceed 8% of the total proceeds of the offering.

Our common stock is listed on the New York Stock Exchange under the symbol “ME.” However, we can give no assurances as to the development of liquidity or any trading market for the common stock.

There can be no assurance that any selling stockholder will sell any or all of the common stock under this prospectus. Further, we cannot assure you that any such selling stockholder will not transfer, devise or gift the common stock by other means not described in this prospectus. In addition, any common stock covered by this prospectus that qualifies for sale under Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than under this prospectus. The common stock covered by this prospectus may also be sold to non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act rather than under this prospectus. The common stock may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

The selling stockholders and any other person participating in the sale of the common stock will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the common stock by the selling stockholders and any other such person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the common stock to engage in market-making activities with respect to the particular common stock being distributed. This may affect the marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to the common stock.

We have agreed to indemnify the selling stockholders against certain liabilities, including liabilities under the Securities Act.

We have agreed to pay substantially all of the expenses incidental to the registration, offering and sale of the common stock to the public, including the payment of federal securities law and state blue sky registration fees, except that we will not bear any underwriting discounts or commissions or transfer taxes relating to the sale of shares of our common stock.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of Mariner consists of 180 million shares of common stock, par value of $.0001 each, and 20 million shares of preferred stock, par value of $.0001 each.

The following summary of the capital stock and certificate of incorporation and bylaws of Mariner does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to our certificate of incorporation and bylaws.

Common Stock

As of December 31, 2006, there were a total of 86,375,840 shares of our common stock issued and outstanding. Our board of directors has reserved 6,500,000 shares for issuance as restricted stock or upon the exercise of stock options granted or that may be granted under our Stock Incentive Plan, as amended or restated from time to time (“Stock Incentive Plan”), approximately 4,862,132 of which, as of December 31, 2006, remained available for grant as restricted stock or subject to options. In addition, our board of directors reserved 156,626 shares of common stock for issuance upon exercise of options granted to certain former employees of Forest or Forest Energy Resources that became employees of Mariner Energy Resources, Inc. in connection with the Forest Energy Resources merger (“Rollover Options”). These options are governed by nonstatutory stock option agreements with Mariner Energy, Inc. and are not covered by its Stock Incentive Plan. As a result of forfeitures due to employment terminations, the maximum number of shares of common stock that could be subject to Rollover Options is 94,402 as of December 31, 2006. Holders of our common or restricted stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Holders of a majority of the shares of our common stock entitled to vote in any election of directors may elect all of the directors standing for election. Except as otherwise provided in our certificate of incorporation and bylaws or required by law, all matters to be voted on by our stockholders must be approved by a majority of the votes entitled to be cast by all shares of common stock. Our certificate of incorporation requires approval of 80% of the shares entitled to vote for the removal of a director or to adopt, repeal or amend certain provisions in our certificate of incorporation and bylaws. See “—Anti-Takeover Effects of Provisions of Delaware Law, Our Certificate of Incorporation and Bylaws”.

Holders of our common stock are entitled to receive proportionately any dividends if and when such dividends are declared by our board of directors, subject to any preferential dividend rights of outstanding preferred stock. Upon liquidation, dissolution or winding up of our company, the holders of our common stock are entitled to receive ratably our net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Liability and Indemnification of Officers and Directors

Our certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of a director’s duty of loyalty to us or our stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the Delaware General Corporation Law, or (4) for any transaction from which the director derives an improper personal benefit. If the Delaware General Corporation Law is amended to authorize the further elimination or limitation of directors’ liability, then the

liability of our directors will automatically be limited to the fullest extent provided by law. Our certificate of incorporation and bylaws also contain provisions to indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. These provisions may have the practical effect in certain cases of eliminating the ability of stockholders to collect monetary damages from our directors and officers. We believe that these contractual agreements and the provisions in our certificate of incorporation and bylaws are necessary to attract and retain qualified persons as directors and officers.

Preferred Stock

Our certificate of incorporation authorizes the issuance of up to 20 million shares of preferred stock and no preferred shares are outstanding. The preferred stock may carry such relative rights, preferences and designations as may be determined by our board of directors in its sole discretion upon the issuance of any shares of preferred stock. The shares of preferred stock could be issued from time to time by the board of directors in its sole discretion (without further approval or authorization by the stockholders), in one or more series, each of which series could have any particular distinctive designations as well as relative rights and preferences as determined by the board of directors. The existence of authorized but unissued shares of preferred stock could have anti-takeover effects because we could issue preferred stock with special dividend or voting rights that could discourage potential bidders.

Approval by the stockholders of the authorization of the preferred stock gave the board of directors the ability, without stockholder approval, to issue these shares with rights and preferences determined by the board of directors in the future. As a result, Mariner may issue shares of preferred stock that have dividend, voting and other rights superior to those of the common stock, or that convert into shares of common stock, without the approval of the holders of common stock. This could result in the dilution of the voting rights, ownership and liquidation value of current stockholders.

Anti-Takeover Effects of Provisions of Delaware Law, Our Certificate of Incorporation and Bylaws

General

Our certificate of incorporation and bylaws contain the following additional provisions, some of which are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by our board of directors. In addition, some provisions of the Delaware General Corporation Law, if applicable to us, may hinder or delay an attempted takeover without prior approval of our board of directors. Provisions of the Delaware General Corporation Law and of our certificate of incorporation and bylaws could discourage attempts to acquire us or remove incumbent management even if some or a majority of our stockholders believe this action is in their best interest. These provisions could, therefore, prevent stockholders from receiving a premium over the market price for the shares of common stock they hold.

Classified Board

Our certificate of incorporation provides that our board of directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible. As a result, approximately one-third of our board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board of directors. Our certificate of incorporation and bylaws provide that the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by the board of directors.

Filling Board of Directors Vacancies; Removal

Our certificate of incorporation provides that vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the affirmative vote of a majority of our directors then in office, though less than a quorum. Each director will hold office until his or her successor is elected and qualified, or until the director’s earlier death, resignation, retirement or removal from office. Any director may resign at any time upon written notice to us. Our certificate of incorporation provides, in accordance with Delaware General Corporation Law, that the stockholders may remove directors only by a super-majority vote and for cause.

We believe that the removal of directors by the stockholders only for cause, together with the classification of the board of directors, will promote continuity and stability in our management and policies and that this continuity and stability will facilitate long-range planning.

No Stockholder Action by Written Consent

Our certificate of incorporation precludes stockholders from initiating or effecting any action by written consent and thereby taking actions opposed by the board of directors.

Call of Special Meetings

Our bylaws provide that special meetings of our stockholders may be called at any time only by the board of directors acting pursuant to a resolution adopted by the board and not the stockholders.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our bylaws provide that stockholders seeking to bring business before or to nominate candidates for election as directors at an annual meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary. With respect to the nomination of directors, to be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices (i) with respect to an election of directors to be held at the annual meeting of stockholders, not later than 120 days prior to the anniversary date of the proxy statement for the immediately preceding annual meeting of the stockholders and (ii) with respect to an election of directors to be held at a special meeting of stockholders, not later than the close of business on the 10th day following the day on which such notice of the date of the special meeting was first mailed to Mariner’s stockholders or public disclosure of the date of the special meeting was first made, whichever first occurs. With respect to other business to be brought before a meeting of stockholders, to be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 120 days prior to the anniversary date of the proxy statement for the immediately preceding annual meeting of the stockholders. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders or may discourage or defer a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.

No Cumulative Voting

The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise. Under cumulative voting, a majority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors. Our certificate of incorporation expressly precludes cumulative voting.

Authorized but Unissued Shares

Our certificate of incorporation provides that the authorized but unissued shares of preferred stock are available for future issuance without stockholder approval and does not preclude the future issuance without stockholder approval of the authorized but unissued shares of our common stock. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of Mariner by means of a proxy contest, tender offer, merger or otherwise.

Delaware Business Opportunity Statute

As permitted by Section 122(17) of the Delaware General Corporation Law, our certificate of incorporation provides that Mariner renounces any interest or expectancy in any business opportunity or transaction in which any of our original institutional investors or their affiliates participate or seek to participate. Nothing contained in our

certificate of incorporation, however, is intended to change any obligation or duty that a director may have with respect to confidential information of Mariner or prohibit Mariner from pursuing any corporate opportunity.

Amendments to our Certificate of Incorporation and Bylaws

Pursuant to the Delaware General Corporation Law and our certificate of incorporation, certain anti-takeover provisions of our certificate of incorporation may not be repealed or amended, in whole or in part, without the approval of at least 80% of the outstanding stock entitled to vote.

Our certificate of incorporation permits our board of directors to adopt, amend and repeal our bylaws. Our certificate of incorporation also provides that our bylaws can be amended by the affirmative vote of the holders of at least 80% of the voting power of the outstanding shares of our common stock.

Delaware Anti-Takeover Statute

We are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, this section prevents certain Delaware companies under certain circumstances, from engaging in a “business combination” with (1) a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”); (2) an affiliate of an interested stockholder; or (3) an associate of an interested stockholder, for three years following the date that the stockholder became an “interested stockholder.” A “business combination” includes a merger or sale of 10% or more of our assets.

Transfer Agent and Registrar

Our transfer agent and registrar for our common stock is The Continental Stock Transfer & Trust Company.

REGISTRATION RIGHTS

We entered into a registration rights agreement in connection with our private equity placement in March 2005. In the registration rights agreement we agreed, for the benefit of FBR, the purchasers of our common stock in the private equity placement, MEI Acquisitions Holdings, LLC and holders of the common stock issued under our Equity Participation Plan, as amended, or Stock Incentive Plan, that we will, at our expense:

	•		file with the SEC, within 210 days after the closing date of the private equity placement, a registration statement (a “shelf registration statement”);

	•		use our commercially reasonable efforts to cause the shelf registration statement to become effective under the Securities Act as soon as practicable after the filing;

	•		continuously maintain the effectiveness of the shelf registration statement under the Securities Act until the first to occur of:

	o		the sale of all of the shares of common stock covered by the shelf registration statement pursuant to a registration statement;

	o		the sale, transfer or other disposition of all of the shares of common stock covered by the shelf registration statement or pursuant to Rule 144 under the Securities Act;

	o		such time as all of the shares of our common stock sold in this offering and covered by the shelf registration statement and not held by affiliates of us are, in the opinion of our counsel, eligible for sale pursuant to Rule 144(k) (or any successor or analogous rule) under the Securities Act;

	o		the shares have been sold to us or any of our subsidiaries; or

the second anniversary of the initial effective date of the shelf registration statement.

We have filed the registration statement of which this prospectus is a part to satisfy our obligations under the registration rights agreement with respect to common stock issued in the private equity placement and under our Equity Participation Plan, as amended. We have filed a Form S-8 registration statement to cover shares of our common stock issuable under our Stock Incentive Plan.

Notwithstanding the foregoing, we will be permitted, under limited circumstances, to suspend the use, from time to time, of the shelf registration statement of which this prospectus is a part (and therefore suspend sales under the registration statement) for certain periods, referred to as “blackout periods,” if, among other things, any of the following occurs:

	•		the representative of the underwriters of an underwritten offering of primary shares by us has advised us that the sale of shares of our common stock under the shelf registration statement would have a material adverse effect on our initial public offering;

	•		a majority of our board of directors, in good faith, determines that (1) the offer or sale of any shares of our common stock would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving us; (2) after the advice of counsel, the sale of the shares covered by the shelf registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law; or (3) either (x) we have a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on us or our ability to consummate the proposed transaction, or (z) the proposed transaction renders us unable to comply with SEC requirements; or

	•		a majority of our board of directors, in good faith, determines, that we are required by law, rule or regulation to supplement the shelf registration statement or file a post-effective amendment to the shelf registration statement in order to incorporate information into the shelf registration statement for the purpose of (1) including in the shelf registration statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the shelf registration statement any facts or events arising after the effective date of the shelf registration statement (or the most-recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the prospectus; or (3) including in the prospectus included in the shelf registration statement any material information with respect to the plan of distribution not disclosed in the shelf registration statement or any material change to such information.

The cumulative blackout periods in any 12 month period commencing on the closing of the private equity placement may not exceed an aggregate of 90 days and furthermore may not exceed 60 days in any 90-day period, except as a result of a review of any post-effective amendment by the SEC prior to declaring it effective; provided we have used all commercially reasonable efforts to cause such post-effective amendment to be declared effective.

A holder that sells our common stock pursuant to the shelf registration statement will be required to be named as a selling stockholder in this prospectus, as it may be amended or supplemented from time to time, and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder (including certain indemnification rights and obligations). In addition, each holder of our common stock must deliver information to be used in connection with the shelf registration statement in order to have such holder’s shares of our common stock included in the shelf registration statement.

Each holder will be deemed to have agreed that, upon receipt of notice of the occurrence of any event which makes a statement in the prospectus which is a part of the shelf registration statement untrue in any material respect or which requires the making of any changes in such prospectus in order to make the statements therein not misleading, or of certain other events specified in the registration rights agreement, such holder will suspend the sale

of our common stock pursuant to such prospectus until we have amended or supplemented such prospectus to correct such misstatement or omission and have furnished copies of such amended or supplemented prospectus to such holder or we have given notice that the sale of the common stock may be resumed.

We have agreed to use our commercially reasonable efforts to satisfy the criteria for listing and list or include (if we meet the criteria for listing on such exchange or market) our common stock on the New York Stock Exchange, American Stock Exchange or The Nasdaq National Market (as soon as practicable, including seeking to cure in our listing or inclusion application any deficiencies cited by the exchange or market), and thereafter maintain the listing on such exchange.

LEGAL MATTERS

The validity of the shares of Mariner common stock offered hereby will be passed upon by Baker Botts L.L.P., Houston, Texas.

EXPERTS

The financial statements of Mariner Energy, Inc. as of December 31, 2006, 2005 and 2004 and for the years ended December 31, 2006 and 2005, for the period from January 1, 2004 through March 2, 2004 (Pre-merger), and for the period from March 3, 2004 through December 31, 2004 (Post-merger) incorporated in this prospectus by reference from the Company’s Annual report on Form 10-K have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the merger of Mariner Energy, Inc.’s parent company on March 2, 2004) which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The statements of revenues and direct operating expenses of the Forest Gulf of Mexico operations for each of the years in the three-year period ended December 31, 2005 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference into this prospectus, and upon the authority of such firm as experts in accounting and auditing.

INDEPENDENT PETROLEUM ENGINEERS

The information included in or incorporated by reference into this prospectus regarding estimated quantities of proved reserves, the future net revenues from those reserves and their present value is based, in part, on estimates of the proved reserves and present values of proved reserves of Mariner as of December 31, 2004, 2005 and 2006 and prepared by or derived from estimates prepared by Ryder Scott Company, L.P., independent petroleum engineers. These estimates are included in or incorporated by reference into this prospectus in reliance upon the authority of the firm as experts in these matters.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth expenses payable by Mariner in connection with the issuance and distribution of the securities being registered. The selling stockholders will not bear any portion of such expenses. All the amounts shown are estimates.


SEC registration fee	$	*
NASD filing fees		125,500
Listing fee		5,000
Legal fees and expenses		970,000
Printer fees		247,000
Transfer agent fees		18,000
Blue sky fees and expenses		19,000
Accounting fees and expenses		365,000
Miscellaneous		170,000

Total	$	1,900,000


*		Applicable SEC registration fees have been deferred in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933 and are not estimable at this time.

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth estimates of all expenses payable by the registrant in connection with the sale of common stock being registered. The selling stockholders will not bear any portion of such expenses. All the amounts shown are estimates except for the registration fee.

Item 15. Indemnification of Directors and Officers

Our second amended and restated certificate of incorporation provides that a director will not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of the law, (3) under section 174 of the Delaware General Corporate Law (“DGCL”) for unlawful payment of dividends or improper redemption of stock or (4) for any transaction from which the director derived an improper personal benefit. In addition, if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided for in our charter, will be limited to the fullest extent permitted by the amended DGCL. Our bylaws provide that the corporation will indemnify, and advance expenses to, any officer or director to the fullest extent authorized by the DGCL.

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been

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found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s charter, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.

Our charter also contains indemnification rights for our directors and our officers. Specifically, the charter provides that we shall indemnify our officers and directors to the fullest extent authorized by the DGCL. Further, we may maintain insurance on behalf of our officers and directors against expense, liability or loss asserted incurred by them in their capacities as officers and directors.

We have obtained directors’ and officers’ insurance to cover our directors, officers and some of our employees for certain liabilities.

We have entered into written indemnification agreements with our directors and executive officers. Under these agreement, if an officer or director makes a claim of indemnification to us, either a majority of the independent directors or independent legal counsel selected by the independent directors must review the relevant facts and make a determination whether the officer or director has met the standards of conduct under Delaware law that would permit (under Delaware law) and require (under the indemnification agreement) us to indemnify the officer or director.

The registration rights agreement and purchase/placement agent agreement we entered into in connection with our earlier financings provide for the indemnification by the investors in those financings of our officers and directors for certain liabilities.

Item 16. Exhibits*


Exhibit
Number		Description of Document
2 .1*		Agreement and Plan of Merger dated as of September 9, 2005 among Forest Oil Corporation, SML Wellhead Corporation, Mariner Energy, Inc. and MEI Sub, Inc. (incorporated by reference to Exhibit 2.1 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

2 .2*		Letter Agreement dated as of February 3, 2006 among Forest Oil Corporation, Forest Energy Resources, Inc., Mariner Energy, Inc. and MEI Sub, Inc. amending the transaction agreements (incorporated by reference to Exhibit 2.2 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

2 .3*		Letter Agreement, dated as of February 28, 2006, among Forest Oil Corporation, Forest Energy Resources, Inc., Mariner Energy, Inc. and MEI Sub, Inc. amending the transaction agreements (incorporated by reference to Exhibit 2.1 to Mariner’s Form 8-K filed on March 3, 2006).

2 .4*		Letter Agreement, dated April 12, 2006, among Forest Oil Corporation, Mariner Energy Resources, Inc., and Mariner Energy, Inc. amending the transaction agreements (incorporated by reference to Exhibit 2.1 to Mariner’s Form 8-K filed on April 13, 2006).

3 .1*		Second Amended and Restated Certificate of Incorporation of Mariner Energy, Inc., as amended (incorporated by reference to Exhibit 3.1 to Mariner’s Registration Statement on Form S-8 (File No. 333-132800) filed on March 29, 2006).

3 .2*		Fourth Amended and Restated Bylaws of Mariner Energy, Inc. (incorporated by reference to Exhibit 3.2 to Mariner’s Registration Statement on Form S-4 (File No. 333-129096) filed on October 18, 2005).

4 .1*		Indenture, dated as of April 24, 2006, among Mariner Energy, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Mariner’s Form 8-K filed on April 25, 2006).

4 .2*		Exchange and Registration Rights Agreement, dated as of April 24, 2006, among Mariner Energy, Inc., the guarantors party thereto and the initial purchasers party thereto (incorporated by reference to Exhibit 4.2 to Mariner’s Form 8-K filed on April 25, 2006).

4 .3*		Amended and Restated Credit Agreement, dated as of March 2, 2006, among Mariner Energy, Inc. and Mariner Energy Resources, Inc., as Borrowers, the Lenders party thereto from time to time, as Lenders, and Union Bank of California, N.A., as Administrative Agent and as Issuing Lender (incorporated by reference to Exhibit 4.1 to Mariner’s Form 8-K filed on March 3, 2006).

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Exhibit
Number		Description of Document
4 .4*		Amendment No. 1 and Consent, dated as of April 7, 2006, among Mariner Energy, Inc. and Mariner Energy Resources, Inc., as Borrowers, the Lenders party thereto, and Union Bank of California, N.A., as Administrative Agent for such Lenders and as Issuing Lender for such Lenders (incorporated by reference to Exhibit 4.1 to Mariner’s Form 8-K filed on April 13, 2006).

4 .5*		Credit Agreement among Mariner Energy Inc., the Lenders party thereto and Union Bank of California, N.A., dated as of March 2, 2004 (incorporated by reference to Exhibit 4.5 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .6*		Amendment No. 1 and Assignment Agreement among Mariner Energy, Inc., Mariner Holdings, Inc., Mariner Energy LLC, the Lenders party thereto, and Union Bank of California, N.A., dated as of July 14, 2004 (incorporated by reference to Exhibit 4.6 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .7*		Waiver and Consent among Mariner Energy, Inc., Mariner Holdings, Inc., Mariner Energy LLC, the Union Bank of California, N.A. and the Lenders party thereto, dated December 29, 2004 (incorporated by reference to Exhibit 4.7 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .8*		Amendment No. 2 and Consent among Mariner Energy, Inc., Mariner Holdings, Inc., Mariner Energy LLC, the Lenders party thereto, and the Union Bank of California, N.A., dated February 7, 2005 (incorporated by reference to Exhibit 4.8 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .9*		Amendment No. 3 and Consent among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP, the Lenders party thereto, and the Union Bank of California, N.A., dated March 3, 2005 (incorporated by reference to Exhibit 4.9 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .10*		Amendment No. 4 among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP, the Lenders party thereto, and Union Bank of California, N.A., dated as of July 14, 2005 (incorporated by reference to Exhibit 4.10 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .11*		Amendment No. 5 among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP, the Lenders party thereto, and Union Bank of California, N.A., dated as of August 5, 2005 (incorporated by reference to Exhibit 4.11 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .12*		Amendment No. 6, Waiver and Agreement among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP, the Lenders party thereto, and Union Bank of California, N.A., dated as of January 20, 2006 (incorporated by reference to Exhibit 4.12 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

5 .1		Opinion of Baker Botts L.L.P. regarding legality of securities being issued.

10 .1*		Purchase Agreement, dated as of April 19, 2006, among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Resources, Inc., Mariner Energy Texas LP and the initial purchasers party thereto (incorporated by reference to Exhibit 10.1 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .2*		Form of Indemnification Agreement between Mariner Energy, Inc. and each of its directors and officers (incorporated by reference to Exhibit 10.2 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .3*		Form of Non-Qualified Stock Option Agreement, Mariner Energy, Inc. Amended and Restated Stock Incentive Plan for employees without employment agreements (incorporated by reference to Exhibit 10.5 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .4*		Form of Non-Qualified Stock Option Agreement, Mariner Energy, Inc. Amended and Restated Stock Incentive Plan for employees with employment agreements (incorporated by reference to Exhibit 10.6 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .5*		Form of Restricted Stock Agreement (directors) under Mariner Energy, Inc. Second Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Mariner’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on April 2, 2007).

10 .6*		Form of Restricted Stock Agreement (employee with employment agreement) under Mariner Energy, Inc. Second Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Mariner’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on April 2, 2007).

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Exhibit
Number		Description of Document
10 .7*		Form of Restricted Stock Agreement (employee without employment agreement) under Mariner Energy, Inc. Second Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to Mariner’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on April 2, 2007).

10 .8*		Mariner Energy, Inc. Equity Participation Plan, effective March 11, 2005 (incorporated by reference to Exhibit 10.10 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .9*		First Amendment to Mariner Energy, Inc. Equity Participation Plan, effective as of March 16, 2006 (incorporated by reference to Exhibit 10.11 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .10*		Form of Restricted Stock Agreement, Mariner Energy, Inc. Equity Participation Plan for employees with employment agreements (incorporated by reference to Exhibit 10.12 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .11*		Form of Restricted Stock Agreement, Mariner Energy, Inc. Equity Participation Plan for employees without employment agreements (incorporated by reference to Exhibit 10.13 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .12*		Form of Nonstatutory Stock Option Agreement for certain employees of Mariner Energy, Inc. or Mariner Energy Resources, Inc. who formerly held unvested options issued by Forest Oil Corporation (incorporated by reference to Exhibit 10.14 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .13*		Employment Agreement by and between Mariner Energy, Inc. and Scott D. Josey, dated February 7, 2005 (incorporated by reference to Exhibit 10.15 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .14*		Employment Agreement by and between Mariner Energy, Inc. and Dalton F. Polasek, dated February 7, 2005 (incorporated by reference to Exhibit 10.16 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .15*		Employment Agreement by and between Mariner Energy, Inc. and Michiel C. van den Bold, dated February 7, 2005 (incorporated by reference to Exhibit 10.17 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .16*		Amendment to Employment Agreement by and between Mariner Energy, Inc. and Michiel C. van den Bold, dated as of June 8, 2006 (incorporated by reference to Exhibit 10.18 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .17*		Second Amended and Restated Employment Agreement by and between Mariner Energy, Inc., Mariner Energy Resources, Inc. and Judd Hansen, dated June 8, 2006 (incorporated by reference to Exhibit 10.19 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .18*		Employment Agreement by and between Mariner Energy, Inc. and Teresa Bushman, dated February 7, 2005 (incorporated by reference to Exhibit 10.20 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .19*		Amendment to Employment Agreement by and between Mariner Energy, Inc. and Teresa G. Bushman, dated as of June 8, 2006 (incorporated by reference to Exhibit 10.21 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .20*		Employment Agreement by and between Mariner Energy, Inc. and Ricky G. Lester, dated February 7, 2005 (incorporated by reference to Exhibit 10.22 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .21*		Consulting Agreement between Mariner Energy, Inc. and Ricky G. Lester, dated effective August 16, 2006 (incorporated by reference to Exhibit 10.23 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .22*		Registration Rights Agreement among Mariner Energy, Inc. and each of the investors identified therein, dated March 11, 2005 (incorporated by reference to Exhibit 10.24 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .23*		Amendment No. 2, dated as of October 13, 2006, among Mariner Energy, Inc. and Mariner Energy Resources, Inc., as Borrowers, the Lenders party thereto, and Union Bank of California, N.A., as Administrative Agent for such Lenders and as Issuing Lender for such Lenders (incorporated by Reference to Exhibit 4.1 to Mariner’s current report on Form 8-K filed on October 18, 2006).

10 .24*		Employment Agreement, by and between Mariner Energy, Inc. and John H. Karnes, dated as of October 16, 2006 (incorporated by reference to Exhibit 10.1 to Mariner’s current report on Form 8-K filed on October 18, 2006).

II-4


Exhibit
Number		Description of Document
10 .25*		Mariner Energy, Inc. Second Amended and Restated Stock Incentive Plan, effective as of February 6, 2007 (incorporated by reference to Exhibit 10.3 to Mariner’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on April 2, 2007).

21 *		List of subsidiaries (incorporated by reference to Exhibit 21 to Mariner’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on April 2, 2007).

23 .1		Consent of Deloitte & Touche LLP.

23 .2		Consent of KPMG LLP.

23 .3		Consent of Ryder Scott Company, L.P.

23 .4		Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

24		Power of Attorney (contained on the signature page hereto).


*		Incorporated by reference as indicated.

		Mariner will file as an exhibit to a Current Report on Form 8-K (i) any underwriting, remarketing or agency agreement relating to the securities offered hereby, (ii) any additional required opinions of counsel with respect to legality of the securities offered hereby and (iii) any required opinion of counsel as to certain tax matters relative to the securities offered hereby.

Item 17. Undertakings

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i)		To include any prospectus required by Section 10(a)(3) of the Securities Act;

	(ii)		To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

	(iii)		To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

			provided, however, that paragraphs (1)(i), (1)(ii) and 1(iii) do not apply if the information required to be included in a post effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

	(2)		That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	(3)		To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4)		That, for the purpose of determining liability under the Securities Act to any purchaser:

	(A)		Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

	(B)		Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned Registrant undertakes that in a primary offering of securities of the Registrant pursuant to the registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)		Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;

	(ii)		Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

	(iii)		The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

	(iv)		Any other communication that is an offer in the offering made by the Registrant to the purchaser.

(b)

The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 30, 2007.


	Mariner Energy, Inc.
	By:	/s/ Scott D. Josey
		Scott D. Josey
		Chairman of the Board, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 30, 2007. Each person whose signature appears below constitutes and appoints Scott D. Josey, John H. Karnes and Teresa G. Bushman, and each of them individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature		Title

/s/ Scott D. Josey Scott D. Josey		Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
/s/ John H. Karnes John H. Karnes		Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
/s/ Bernard Aronson Bernard Aronson		Director
/s/ Alan R. Crain, Jr. Alan R. Crain, Jr.		Director
/s/ Jonathan Ginns Jonathan Ginns		Director
/s/ John F. Greene John F. Greene		Director
/s/ H. Clayton Peterson H. Clayton Peterson		Director
/s/ John L. Schwager John L. Schwager		Director

EXHIBIT INDEX


Exhibit
Number		Description of Document
2 .1*		Agreement and Plan of Merger dated as of September 9, 2005 among Forest Oil Corporation, SML Wellhead Corporation, Mariner Energy, Inc. and MEI Sub, Inc. (incorporated by reference to Exhibit 2.1 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

2 .2*		Letter Agreement dated as of February 3, 2006 among Forest Oil Corporation, Forest Energy Resources, Inc., Mariner Energy, Inc. and MEI Sub, Inc. amending the transaction agreements (incorporated by reference to Exhibit 2.2 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

2 .3*		Letter Agreement, dated as of February 28, 2006, among Forest Oil Corporation, Forest Energy Resources, Inc., Mariner Energy, Inc. and MEI Sub, Inc. amending the transaction agreements (incorporated by reference to Exhibit 2.1 to Mariner’s Form 8-K filed on March 3, 2006).

2 .4*		Letter Agreement, dated April 12, 2006, among Forest Oil Corporation, Mariner Energy Resources, Inc., and Mariner Energy, Inc. amending the transaction agreements (incorporated by reference to Exhibit 2.1 to Mariner’s Form 8-K filed on April 13, 2006).

3 .1*		Second Amended and Restated Certificate of Incorporation of Mariner Energy, Inc., as amended (incorporated by reference to Exhibit 3.1 to Mariner’s Registration Statement on Form S-8 (File No. 333-132800) filed on March 29, 2006).

3 .2*		Fourth Amended and Restated Bylaws of Mariner Energy, Inc. (incorporated by reference to Exhibit 3.2 to Mariner’s Registration Statement on Form S-4 (File No. 333-129096) filed on October 18, 2005).

4 .1*		Indenture, dated as of April 24, 2006, among Mariner Energy, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Mariner’s Form 8-K filed on April 25, 2006).

4 .2*		Exchange and Registration Rights Agreement, dated as of April 24, 2006, among Mariner Energy, Inc., the guarantors party thereto and the initial purchasers party thereto (incorporated by reference to Exhibit 4.2 to Mariner’s Form 8-K filed on April 25, 2006).

4 .3*		Amended and Restated Credit Agreement, dated as of March 2, 2006, among Mariner Energy, Inc. and Mariner Energy Resources, Inc., as Borrowers, the Lenders party thereto from time to time, as Lenders, and Union Bank of California, N.A., as Administrative Agent and as Issuing Lender (incorporated by reference to Exhibit 4.1 to Mariner’s Form 8-K filed on March 3, 2006).

4 .4*		Amendment No. 1 and Consent, dated as of April 7, 2006, among Mariner Energy, Inc. and Mariner Energy Resources, Inc., as Borrowers, the Lenders party thereto, and Union Bank of California, N.A., as Administrative Agent for such Lenders and as Issuing Lender for such Lenders (incorporated by reference to Exhibit 4.1 to Mariner’s Form 8-K filed on April 13, 2006).

4 .5*		Credit Agreement among Mariner Energy Inc., the Lenders party thereto and Union Bank of California, N.A., dated as of March 2, 2004 (incorporated by reference to Exhibit 4.5 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .6*		Amendment No. 1 and Assignment Agreement among Mariner Energy, Inc., Mariner Holdings, Inc., Mariner Energy LLC, the Lenders party thereto, and Union Bank of California, N.A., dated as of July 14, 2004 (incorporated by reference to Exhibit 4.6 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .7*		Waiver and Consent among Mariner Energy, Inc., Mariner Holdings, Inc., Mariner Energy LLC, the Union Bank of California, N.A. and the Lenders party thereto, dated December 29, 2004 (incorporated by reference to Exhibit 4.7 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .8*		Amendment No. 2 and Consent among Mariner Energy, Inc., Mariner Holdings, Inc., Mariner Energy LLC, the Lenders party thereto, and the Union Bank of California, N.A., dated February 7, 2005 (incorporated by reference to Exhibit 4.8 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .9*		Amendment No. 3 and Consent among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP, the Lenders party thereto, and the Union Bank of California, N.A., dated March 3, 2005 (incorporated by reference to Exhibit 4.9 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).


Exhibit
Number		Description of Document
4 .10*		Amendment No. 4 among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP, the Lenders party thereto, and Union Bank of California, N.A., dated as of July 14, 2005 (incorporated by reference to Exhibit 4.10 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .11*		Amendment No. 5 among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP, the Lenders party thereto, and Union Bank of California, N.A., dated as of August 5, 2005 (incorporated by reference to Exhibit 4.11 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

4 .12*		Amendment No. 6, Waiver and Agreement among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP, the Lenders party thereto, and Union Bank of California, N.A., dated as of January 20, 2006 (incorporated by reference to Exhibit 4.12 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

5 .1		Opinion of Baker Botts L.L.P. regarding legality of securities being issued.

10 .1*		Purchase Agreement, dated as of April 19, 2006, among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Resources, Inc., Mariner Energy Texas LP and the initial purchasers party thereto (incorporated by reference to Exhibit 10.1 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .2*		Form of Indemnification Agreement between Mariner Energy, Inc. and each of its directors and officers (incorporated by reference to Exhibit 10.2 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .3*		Form of Non-Qualified Stock Option Agreement, Mariner Energy, Inc. Amended and Restated Stock Incentive Plan for employees without employment agreements (incorporated by reference to Exhibit 10.5 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .4*		Form of Non-Qualified Stock Option Agreement, Mariner Energy, Inc. Amended and Restated Stock Incentive Plan for employees with employment agreements (incorporated by reference to Exhibit 10.6 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .5*		Form of Restricted Stock Agreement (directors) under Mariner Energy, Inc. Second Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Mariner’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on April 2, 2007).

10 .6*		Form of Restricted Stock Agreement (employee with employment agreement) under Mariner Energy, Inc. Second Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Mariner’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on April 2, 2007).

10 .7*		Form of Restricted Stock Agreement (employee without employment agreement) under Mariner Energy, Inc. Second Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to Mariner’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on April 2, 2007).

10 .8*		Mariner Energy, Inc. Equity Participation Plan, effective March 11, 2005 (incorporated by reference to Exhibit 10.10 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .9*		First Amendment to Mariner Energy, Inc. Equity Participation Plan, effective as of March 16, 2006 (incorporated by reference to Exhibit 10.11 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .10*		Form of Restricted Stock Agreement, Mariner Energy, Inc. Equity Participation Plan for employees with employment agreements (incorporated by reference to Exhibit 10.12 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .11*		Form of Restricted Stock Agreement, Mariner Energy, Inc. Equity Participation Plan for employees without employment agreements (incorporated by reference to Exhibit 10.13 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .12*		Form of Nonstatutory Stock Option Agreement for certain employees of Mariner Energy, Inc. or Mariner Energy Resources, Inc. who formerly held unvested options issued by Forest Oil Corporation (incorporated by reference to Exhibit 10.14 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).


Exhibit
Number		Description of Document
10 .13*		Employment Agreement by and between Mariner Energy, Inc. and Scott D. Josey, dated February 7, 2005 (incorporated by reference to Exhibit 10.15 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .14*		Employment Agreement by and between Mariner Energy, Inc. and Dalton F. Polasek, dated February 7, 2005 (incorporated by reference to Exhibit 10.16 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .15*		Employment Agreement by and between Mariner Energy, Inc. and Michiel C. van den Bold, dated February 7, 2005 (incorporated by reference to Exhibit 10.17 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .16*		Amendment to Employment Agreement by and between Mariner Energy, Inc. and Michiel C. van den Bold, dated as of June 8, 2006 (incorporated by reference to Exhibit 10.18 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .17*		Second Amended and Restated Employment Agreement by and between Mariner Energy, Inc., Mariner Energy Resources, Inc. and Judd Hansen, dated June 8, 2006 (incorporated by reference to Exhibit 10.19 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .18*		Employment Agreement by and between Mariner Energy, Inc. and Teresa Bushman, dated February 7, 2005 (incorporated by reference to Exhibit 10.20 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .19*		Amendment to Employment Agreement by and between Mariner Energy, Inc. and Teresa G. Bushman, dated as of June 8, 2006 (incorporated by reference to Exhibit 10.21 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .20*		Employment Agreement by and between Mariner Energy, Inc. and Ricky G. Lester, dated February 7, 2005 (incorporated by reference to Exhibit 10.22 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .21*		Consulting Agreement between Mariner Energy, Inc. and Ricky G. Lester, dated effective August 16, 2006 (incorporated by reference to Exhibit 10.23 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .22*		Registration Rights Agreement among Mariner Energy, Inc. and each of the investors identified therein, dated March 11, 2005 (incorporated by reference to Exhibit 10.24 to Mariner’s Registration Statement on Form S-4 (File No. 333-137441) filed on September 19, 2006).

10 .23*		Amendment No. 2, dated as of October 13, 2006, among Mariner Energy, Inc. and Mariner Energy Resources, Inc., as Borrowers, the Lenders party thereto, and Union Bank of California, N.A., as Administrative Agent for such Lenders and as Issuing Lender for such Lenders (incorporated by Reference to Exhibit 4.1 to Mariner’s current report on Form 8-K filed on October 18, 2006).

10 .24*		Employment Agreement, by and between Mariner Energy, Inc. and John H. Karnes, dated as of October 16, 2006 (incorporated by reference to Exhibit 10.1 to Mariner’s current report on Form 8-K filed on October 18, 2006).

10 .25*		Mariner Energy, Inc. Second Amended and Restated Stock Incentive Plan, effective as of February 6, 2007 (incorporated by reference to Exhibit 10.3 to Mariner’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on April 2, 2007).

21 *		List of subsidiaries (incorporated by reference to Exhibit 21 to Mariner’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on April 2, 2007).

23 .1		Consent of Deloitte & Touche LLP.

23 .2		Consent of KPMG LLP.

23 .3		Consent of Ryder Scott Company, L.P.

23 .4		Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

24		Power of Attorney (contained on the signature page hereto).


*		Incorporated by reference as indicated.

		Mariner will file as an exhibit to a Current Report on Form 8-K (i) any underwriting, remarketing or agency agreement relating to the securities offered hereby, (ii) any additional required opinions of counsel with respect to legality of the securities offered hereby and (iii) any required opinion of counsel as to certain tax matters relative to the securities offered hereby.

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