AS FILED WITH THE 
As filed with the Securities and Exchange Commission on April 11, 2002
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1997
                                                     REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON,
Washington D.C. 20549
 
                                ---------------
                                   
_________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
                                ---------------
 
                              
_________________________
ENERGEN CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                ---------------
 
              ALABAMA
(Exact name of registrant as specified in its charter)
Alabama 63-0757759
  (STATE OR OTHER JURISDICTION OF
(State or other jurisdiction of (I.R.S. EMPLOYER IDENTIFICATION NO.Employer
incorporation or organization) Identification No.)
   INCORPORATION OR ORGANIZATION)
 
                            2101 SIXTH AVENUE NORTH
                           BIRMINGHAM, ALABAMA 35203
                                
605 Richard Arrington Jr. Blvd. North, Birmingham, Alabama 35203-2707
(205) 326-2700
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                ---------------
                            
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
_________________________
J. DAVID WOODRUFF, JR.
                              ENERGEN CORPORATION
                            2101 SIXTH AVENUE NORTH
                           BIRMINGHAM, ALABAMA 35203
                                
Energen Corporation
605 Richard Arrington Jr. Blvd. North
Birmingham, Alabama 35203-2707
(205) 326-2700
 (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                                      OF
                              AGENT FOR SERVICE)
 
                                ---------------
 
     THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
 
           
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
JOHN K. MOLEN                           DAVID P. FALCK
   BRADLEY ARANT ROSE
Bradley Arant Rose & WHITEWhite LLP        WINTHROP, STIMSON, PUTNAM & ROBERTS
    
2001 PARK PLACE, SUITEPark Place, Suite 1400                ONE BATTERY PARK PLAZA
     BIRMINGHAM, ALABAMA
Birmingham, Alabama 35203              NEW YORK, NEW YORK 10004-1490
           
(205) 521-8238                          (212) 858-1438
 
                                ---------------
 
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:521-8000
_________________________
Approximate date of commencement of the proposed sale of the securities to the public: From time to time after this Registration Statementregistration statement becomes effective as the Registrant
may determine.
 
  effective.
If the only securities being registered on this Formform are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_]
  9
If any of the securities being registered on this Formform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
  /x/
If this Formform 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. [_]
  9 _________________
If this Formform 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. [_]
  9 __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [X]
 
                        9
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------

                                        PROPOSED MAXIMUM
        TITLE OF EACH CLASS OF         AGGREGATE OFFERING       AMOUNT OF
     SECURITIES TO BE REGISTERED            PRICE(1)      REGISTRATION FEE(2)(3)
- --------------------------------------------------------------------------------

Debt Securities; Common Stock........     $400,000,000           $108,704

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- -------------------------------------------------------------------------------
(1) 
Title of each class of securities to be registered
Amount to be registered
Proposed maximum aggregate offering price per share (1)
Proposed maximum aggregate offering price (1)
Amount of registration fee
Common Stock, $0.01 par value (2)
3,043,479 shares of common stock
$27.40
$83,391,324.60
 $7,672.00
Estimated solely for purposes of computingcalculating the registration fee.
(2) fee pursuant to Rule 457(c).
Each share of common stock includes a right to purchase one one-hundredth of a share of Series 1998 Junior Participating Preferred Stock pursuant to a rights agreement between the registrant and First Chicago Trust Company of New York, as rights agent.
The registrant hereby amends this registration fee has been calculatedstatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Rule 457(o)
    underSection 8(a) of the Securities Act of 1933 as amended, and reflectsor until the offering
    price rather than the principal amount of any Debt Securities issued at a
    discount.
(3) Pursuant to Rule 429 under the Securities Act of 1933, as amended,
    $31,512,500 of the securities being registered are being carried forward
    from a prior registration statement shall become effective on Form S-3 (Registration No. 333-
    11239). such date as the Commission, acting pursuant to said Section 8(a), may determine.
PROSPECTUS
Energen Corporation
3,043,479 Shares of Common Stock
_____________________
The filing fee associated with such securities that was previously
    paid with the earlier registration statement was $10,866.
 
                                ---------------
  Pursuantselling security holders may sell up to Rule 429 under the Securities Act3,043,479 shares of 1933, as amended, the
Prospectus contained herein also relates to securitiescommon stock of the Registrant
previously registered on Form S-3 (Registration No. 333-11239).
 
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

 
                             SUBJECT TO COMPLETION
                   PRELIMINARY PROSPECTUS DATED        , 1998
 
PROSPECTUS
 
                                  $400,000,000
 
                              ENERGEN CORPORATION
 
                                DEBT SECURITIES
                                  COMMON STOCK Energen Corporation, (the "Corporation")an Alabama corporation. The selling security holders may offer from time to time up to an
aggregate amount of $400,000,000 (orsell the equivalent thereof if any of the
securities offered hereby are denominatedcommon stock described in this prospectus in a currency, currency unit or
composite currency other than the U.S. dollar) of (i) its notes, debentures or
other evidences of unsecured indebtedness (the "Debt Securities") in one or
more currencies on terms to be determined at the time of sale and (ii) shares
of its common stock, par value $.01 per share (the "Common Stock"), on terms to
be determined at the time of sale. The Common Stock is referred to herein as
the "Equity Securities," and the Debt Securities and the Equity Securities are
collectively referred to herein as the "Offered Securities." The Offered
Securities may be sold for U.S. Dollars, foreign currencies or foreign currency
units, and the principal of or any interest on the Debt Securities may be
payable in U.S. Dollars, foreign currencies or foreign currency units. The Debt
Securities will rank equally with all other outstanding unsecured senior
indebtedness of the Corporation. The Debt Securities may be issued in one or
more series with the same or various maturities, at par or with an original
issue discount. The Debt Securities of any series may be in registered or
bearer form and may be represented by a single global security registered in
the name of a securities depositary.
 
  When Debt Securities are offered, a supplement to this Prospectus (the
"Prospectus Supplement") will set forth the specific terms of such Debt
Securities, including, where applicable, the specific designation, aggregate
principal amount, authorized denominations, currency or currency unit of
denomination and payment, maturity, interest rate (which may be fixed or
variable) and time of payment of interest, if any, any terms for redemption
(which either may be at the option of the Corporation or the holder), any terms
for sinking fund payments, and information about any listing on a securities
exchange of such Debt Securities. When Equity Securities are offered, a
Prospectus Supplement will set forth the aggregate number of shares offered.
Any Prospectus Supplementdifferent ways and at varying prices. We will also set forth the initial public offering
price, the netnot receive any proceeds to the Corporation and other specific terms of the
Offered Securities.
 
  The Offered Securities may be sold to or through underwriters, dealers or
agents, or directly to purchasers. If any agents of the Corporation or any
underwriters are involved infrom the sale of the Offered Securities, their names,
and any applicable fee, commission or discount arrangements with them will be
set forth in any applicable Prospectus Supplement. See "Plan of Distribution."
No Offered Securities may be sold without delivery of a Prospectus Supplement
describing such series or issue of Offered Securities and the method and the
terms thereof.
 
THESE  SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES  AND
 EXCHANGE  COMMISSION   OR  ANY  STATE  SECURITIES  COMMISSION  NOR   HAS  THE
  COMMISSION OR ANY  STATE SECURITIES COMMISSION PASSED UPON  THE ACCURACY OR
   ADEQUACY OF  THIS PROSPECTUS.  ANY  REPRESENTATION TO  THE CONTRARY  IS A
    CRIMINAL OFFENSE.
 
                  The date of this Prospectus is       , 1998.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+THE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A     +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR A +
+SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE          +
+SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE      +
+WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES +
+LAWS OF ANY SUCH JURISDICTION.                                                +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++


 
                             AVAILABLE INFORMATION
 
  The Corporation is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and information
statements and other information filedthese shares by the Corporation can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices at 7 World Trade Center, Suite 1300, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material also can be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a web site
(http://www.sec.gov) that contains reports, proxy and information statements
and other information regarding reporting companies, including the
Corporation. The shares of Common Stock of the Corporation are listedselling security holders.
Our common stock currently trades on the New York Stock Exchange Inc., 20 Broad Street,under the symbol "EGN." On April 9, 2002, the last reported sale price of our common stock on the New York New York 10005.
Reports, proxyStock Exchange was $27.59 per share.
Our principal executive offices are located at 605 Richard Arrington Jr. Blvd. North, Birmingham, Alabama 35203-2707, and our telephone number is (205) 326-2700.
We will not be paying any underwriting commissions or discounts in the offering of these shares.
You should read this prospectus and any supplement carefully before you invest in any of our common stock.
In connection with this offering, no person is authorized to give any information statements andor to make any representations not contained in this prospectus. If information is given or representations are made, you may not rely on that information or representations as having been authorized by us. This prospectus is neither an offer to sell nor a solicitation of an offer to buy any securities other than those registered by this prospectus, nor is it an offer to sell or a solicitation of an offer to buy securities where an offer or solicitation would be unlawful. You may not imply from the delivery of this prospectus, nor from any sale made under this prospectus, that our affairs are unchanged since the date of this prospectus or that the information concerningcontained in this prospectus is correct as of any time after the Corporation can be inspected at the officesdate of that exchange.
 
  The Corporation has filed a Registration Statement on Form S-3 (herein,
together with all exhibits and amendments thereto, called the "Registration
Statement") with the Commission underthis prospectus.
__________________________
Neither the Securities Actand Exchange Commission nor any state securities commission has approved or disapproved of 1933, as amended
(the "Securities Act"),these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
________________________
The date of this prospectus is April 11, 2002.
FORWARD-LOOKING STATEMENTS
Certain statements contained in or incorporated by reference into this prospectus express expectations of future plans, objectives and performance with respect to us and our subsidiaries and constitute forward-looking statements made pursuant to the Offered Securities. This
Prospectus doesSafe Harbor provision of the Private Securities Litigation Reform Act of 1995. Except as otherwise disclosed, our forward-looking statements do not containreflect the impact of possible or pending acquisitions, divestitures or restructurings. We undertake no obligation to correct or update any forward-looking statements whether as a result of new information, future events or otherwise. All statements based on future expectations rather than on historical facts are forward-looking statements that are dependent on certain events, risks and uncertainties that could cause actual results to differ materially from those anticipated. Some of these include, but are not limited to, economic and competitive conditions, inflation rates, legislative and regulatory changes, financial market conditions, future business decisions, and other uncertainties, all of which are difficult to predict. There are numerous uncertainties inherent in estimating quantities of proved oil and gas reserves and in projecting future rates of production and timing of development expenditures. The total amount or timing of actual future production may vary significantly from reserves and production estimates. In the information includedevent Energen Resources Corporation is unable to fully invest its planned acquisition, development and exploratory expenditures, future operating revenues, production, and proved reserves could be negatively affected. The drilling of development and exploratory wells can involve significant risks, including those related to timing, success rates and cost overruns and these risks can be affected by lease and rig availability, complex geology and other factors. Although Energen Resources makes use of futures, swaps and fixed-price contracts to mitigate risk, fluctuations in future oil and g as prices could affect materially our financial position and results of operation; furthermore, such risk mitigation activities may cause our financial position and results of operations to be materially different from results that would have been obtained has such risk mitigation activities not occurred. In addition, the Registration StatementCompany cannot guarantee the absence of errors in input data, calculations and the exhibitsformulas used in its estimates, assumptions and schedules thereto. For further
information with respect to the Corporation and the Offered Securities,
reference is hereby made to the Registration Statement and the exhibits and
schedules thereto. The registration statement may be inspected without charge
at the offices of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and copies thereof may be obtained from the Public Reference Section of
the Commission at such address at prescribed rates.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  forecasts.
ABOUT OUR BUSINESS
The following documents filed by the Corporation with the Commission are
incorporated by reference in the Prospectus:
 
    (a) The Corporation'sis a short summary of our business. You should carefully read our Annual Report on Form 10-K for the year ended September 30, 1997 filed pursuant to Section 13(a) of the Exchange Act; and
 
    (b) The description of the Corporation's preferred stock purchase rights
  contained in,2001 for more information on our business and the Rights Agreement filed as an exhibit to, the
  Corporation's Registration Statement on Form 8-A, as amended, File No. 1-
  7810, dated August 8, 1988.
 
  All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities offered hereby
shall be deemed to be incorporated by referencerisks involved in this Prospectus and to be a
part hereof from the date of filing such documents. Any statement containedinvesting in a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded, for purposes of this Prospectus, to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or replaces such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
 
  The information relating to the Corporation contained in this Prospectus
summarizes, is based upon, or refers to, information and financial statements
contained in one or more of the documents incorporated by reference in this
Prospectus; accordingly, such information contained herein is qualified in its
entirety by reference to such incorporated documents and should be read in
conjunction therewith.
 
                                       2

 
  The Corporation will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the
information that has been incorporated by reference in the Prospectus (not
including exhibits to the information that is incorporated by reference in the
Prospectus unless such exhibits are specifically incorporated by reference
into the information that the Prospectus incorporates). Requests for such
copies should be addressed to our common stock.
Energen Corporation, Investor Relations
Department, 2101 Sixth Avenue North, Birmingham, Alabama 35203 (telephone
number (800) 654-3206 or (205) 326-2634).
 
                              ENERGEN CORPORATION
 
  The Corporation is a Birmingham-based diversified energy holding company engaged primarily in the acquisition, development, exploration and production of oil, natural gas distribution and oil and natural gas liquids in the continental United States and in the purchase, distribution and sale of natural gas, principally in central and north Alabama. We conduct our oil and gas development, exploration and production activities. The Corporation'sactivities through our natural resources subsidiary, Energen Resources Corporation. Our utility subsidiary, Alabama Gas Corporation ("Alagasco")(Alagasco), is the largest natural gas distributor in the State of Alabama.
We were incorporated in 1978 in connection with the reorganization of Alagasco. Alagasco was formed in 1948 by the merger of Alabama Gas Company into Birmingham Gas Company. Alagasco became a public company in 1953. Energen Resources was formed in 1978 as a subsidiary of Alagasco and became our subsidiary in the 1978 reorganization.
Energen Resources, Alagasco and Energen are all incorporated under the laws of Alabama, and our executive offices are located at 605 Richard Arrington Jr. Blvd. North, Birmingham, Alabama 35203 and our telephone number is (205) 326-2700.
Energen Resources Corporation
Our oil and gas operations focus on increasing production and adding proved reserves through the acquisition and exploitation of oil and gas properties with varying levels of development potential. To a lesser extent, we explore for and develop new reservoirs, primarily in areas in which we already are located. We also provide operating services in the Black Warrior Basin in Alabama for our partners and various third parties. All of our current oil and gas operations are located in the continental United States.
As of December 31, 2001, our inventory of proved oil and gas reserves totaled 985 billion cubic feet equivalent. Approximately 97 percent of those reserves are located in the San Juan Basin in New Mexico, the Black Warrior Basin in Alabama, the Permian Basin in west Texas, and the north Louisiana/east Texas region. Our reserve base is conservative in nature. We classify more than 85 percent of our December 31, 2001 reserves as proved developed. In addition, the reserve base is long-lived, with a reserves-to-production ratio of 14 at December 31, 2001. Natural gas represented approximately 714 billion cubic feet equivalent of our proved reserves, with oil and natural gas liquids comprising the balance. Our oil reserve base increased dramatically with the acquisition on April 8, 2002 of certain oil and gas properties located in the Permian Basin from First Permian, L.L.C. See "Recent Developments."
Alabama Gas Corporation
We are the largest natural gas distribution utility in the State of Alabama. The Corporation's oilWe purchase natural gas through interstate and intrastate marketers and suppliers and distribute the purchased gas explorationthrough our distribution facilities for sale to residential, commercial and production activities
are conducted by its subsidiary, Taurus Exploration, Inc.industrial customers and its subsidiary
(collectively "Taurus").
 
  The Corporation's executive offices areother end-users of natural gas. We also provide transportation services to industrial and commercial customers located at 2101 Sixth Avenue North,
Birmingham, Alabama 35203,on our distribution system. These transportation customers, using us as their agent or acting on their own, purchase gas directly from producers, marketers or suppliers and its telephone number is (205) 326-2700.
 
               CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
 
  The following arearrange for the consolidated ratios of earnings to fixed charges for
eachdelivery of the periods indicated:
 

                                                        YEAR ENDED SEPTEMBER 30,
                                                        ------------------------
                                                        1997 1996 1995 1994 1993
                                                        ---- ---- ---- ---- ----
   
   Ratio of Earnings to Fixed Charges.................. 2.40 2.91 2.95 3.68 3.01

 
  For purposesgas into our distribution system. We charge a fee to transport this customer-owned gas through our distribution system to our customers' facilities. Our business is highly seasonal since a material portion of computingour total sales and delivery volumes is to customers whose usage varies depending upon temperature. Our present rate structure, however, includes a temperature adjustment to customers' month ly bills which is designed to mitigate the consolidated ratio, earnings represent net
income applicable to Common Stock, plus applicable income taxeseffect of departures from normal temperature on our earnings.
Our service territory is located in central and fixed
charges. Fixed charges represent interest expense, capitalized interestparts of north Alabama and amortization of debt expense.
 
                                       3

 
                                USE OF PROCEEDS
 
  Except as may otherwise be described or referred toincludes approximately 188 cities and communities in a Prospectus
Supplement, the Company intends to use the net proceeds from the sale27 counties. The aggregate population of the Offered Securities for general corporate purposes, including the Corporation's
working capital needs, the funding of investments in, or extensions of credit
to, its subsidiaries, the possible acquisition of other corporations or their
assets or liabilities, including the acquisition of natural gas and oil
properties and the reduction of short-term or other outstanding indebtedness.
Pending such use, the Corporation may temporarily invest the net proceeds in
investment grade securities. The Corporation may, from time to time, engage in
additional capital financings of a character and in amountscounties we serve is estimated to be determined
by2.3 million people. The cities we serve include Birmingham, the Corporation in light of its need at such time or times and in light of
prevailing market conditions.
 
                        DESCRIPTION OF DEBT SECURITIES
 
  The following descriptioncenter of the terms oflargest metropolitan area in Alabama, and Montgomery, the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
applicable Prospectus Supplement may relate. The particular terms of the Debt
Securities offered by any applicable Prospectus Supplement (the "Offered Debt
Securities") and the extent, if any, to which such general provisions may
apply to the Debt Securities so offered will be described in the Prospectus
Supplement relating to such Offered Debt Securities.
 
  The Debt Securities will be issued under an Indenture (the "Indenture")
between the Corporation and The Bank of New York (the "Trustee"). A copy of
the Indenture is filed as an exhibit to this Registration Statement. The
following summaries of the Debt Securities and the Indenture do not purport to
be complete andstate capital. We are subject to and are qualified in their entirety by
reference to, all the provisionsjurisdiction of the Indenture, including the applicable
definitions thereinAlabama Public Service Commission. During fiscal year 2001 (which ended on September 30, 2001), we served an average of certain terms used428,663 residential customers and 35,882 commercial, industrial and transportation customers. Our distribution system includes approximately 9,600 miles of main and more than 11,100 miles of service lines, odorization and regulation facilities, and customer meters.
RECENT DEVELOPMENTS
In December 2001, we announced a change in this Prospectus. All capitalized
terms not defined in this Prospectus shall have the definitions ascribedour fiscal year end from September 30 to them in the Indenture. Copies of the Indenture are available for inspection
during normal business hours at the principal office of the Corporation or at
the corporate trust office of the Trustee.
 
GENERAL
 
  The Debt Securities will be direct, unsecured obligations of the Corporation
and will rank pari passu with all outstanding unsecured senior indebtedness of
the Corporation. The Indenture does not limit the aggregate principal amount
of Debt Securities that may be issued thereunder and provides that Debt
Securities may be issued thereunder from time to time in one or more series.
All securities issued under the Indenture will rank equally and ratably with
all other securities to be issued under such Indenture. The Corporation has
previously issued $125,000,000 principal amount of its Medium-Term Notes,
Series A under the Indenture, all of which are outstanding on the date hereof.
 
  The Debt Securities will be obligations exclusively of the Corporation.
Since substantially all of the operations of the Corporation are conducted
through its subsidiaries, principally Alagasco and Taurus, the Corporation's
cash flow and consequently its ability to service debt is dependent upon the
cash flow of its subsidiaries and the payment of funds by those subsidiaries
in the form of dividends.
 
  The Prospectus Supplement and any related Pricing Supplement will describe
certain terms of the Offered Debt Securities, including: (1) the title of the
Offered Debt Securities; (2) any limit on the aggregate principal amount of
the Offered Debt Securities; (3) the date or dates on which the principal of
the Offered Debt Securities is payable; (4) the rate or rates per annum (which
may be fixed or variable) at which the Offered Debt Securities will bear
interest, if any, or any method by which such rate or rates shall be
determined, and the date or dates from which such interest will accrue; (5)
the date or dates on which interest, if any, on the Offered Debt Securities
will be payable and the Regular Record Dates for any such Interest Payment
Dates; (6) each office or agency where the principal of, and premium, if any,
and any interest on the Offered Debt Securities will be payable and may be
surrendered for registration of transfer or exchange; (7) the period or
periods within which,
 
                                       4

 
the price or prices at which, and the terms and conditions upon which the
Offered Debt Securities may be redeemed, in whole or in part, at the option of
the Corporation; (8) the obligation, if any, of the Corporation to redeem or
purchase the Offered Debt Securities pursuant to any sinking fund or similar
provisions or at the option of a Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions upon
which the Offered Debt Securities will be redeemed or purchased, in whole or
in part, pursuant to any such obligation; (9) whether the Offered Debt
Securities are to be issued in whole or in part in the form of one or more
global notes, and, if so, the identity of the depositary for such global notes
and the terms and conditions, if any, on which interests in such global notes
may be exchanged for the individual securities represented thereby; (10)
whether the Offered Debt Securities are to be issued with original issue
discount within the meaning of section 1273(a) of the Internal Revenue Code of
1986, as amended (the "Code"), and the regulations thereunder and the amount
of such discount; (11) the obligations or instruments which shall be
considered to be Eligible Obligations in respect of Offered Debt Securities
denominated in any currency other than United States Dollars or in a composite
currency, and any additional or alternative provisions for the reinstatement
of the Corporation indebtedness in respect of Offered Debt Securities after
the satisfaction and discharge thereof; (12) any provisions for payment of
additional amounts for taxes, and any provisions for redemption in the event
the Corporation must comply with withholding tax or other tax reporting
requirements in respect of an Offered Debt Security other than a Floating Rate
Security ("Affected Security") or must pay such additional amounts in respect
of any Offered Debt Security; (13) any index used to determine the amount of
payment of principal of, and premium, if any, and any interest on the Offered
Debt Securities; (14) the applicable Overdue Rate, if any; (15) any addition
to, or modification or deletion of, any Events of Default or covenants
provided forDecember 31. This change became effective with respect to the Offered Debt Securities; (16) if the
principal of or premium, if any, or interest, if any, on the Offered Debt
Securitiesthree-month transition period ending December 31, 2001. References to "fiscal year 2001" in this prospectus are to be payable, at the election of the Corporation or a Holder
thereof, in a coin or currency other than that in which the Debt Securities
are stated to be payable, the period or periods within which,year ended September 30, 2001.
On April 8, 2002, we acquired certain oil and the terms
and conditions upon which, such election may be made; (17) the currency or
currencies, including composite currencies, in which payment of the principal
of and premium, if any, and interest, if any, on the Offered Debt Securities
shall be payable (if other than the currency of the United States); (18) if
the principal of or premium, if any, or interest on the Offered Debt
Securities are to be payable, or are to be payable at the election of the
Corporation or a Holder thereof, in securities or other property, the type and
amount of such securities or other property, or the method by which such
amount shall be determined, and the period or periods within which, and the
terms and conditions upon which, any such election may be made; (19) the
terms, if any, pursuant to which the Offered Debt Securities may be converted
into or exchanged for shares of capital stock or other securities of the
Corporation; and (20) any other terms and provisions of the Offered Debt
Securities which are not inconsistent with the Indenture.
 
  Unless otherwise provided in the Prospectus Supplement or a Pricing
Supplement, the Debt Securities will be issued only in fully registered form,
without coupons, in denominations of $1,000 or any integral multiple thereof.
 
  Debt Securities may be issued as Discount Securities to be sold at a
substantial discount below their principal amount. Discount Securities mean
any Debt Securities issued with "original issue discount" within the meaning
of Section 1273(a) of the Code and the regulations thereunder. Special United
States income tax and other considerations applicable to Discount Securities
will be described in any applicable Prospectus Supplement relating thereto.
Discount Securities may provide for the declaration of acceleration of the
Maturity of an amount less than the principal amount thereof upon the
occurrence of an Event of Default and the continuation thereof.
 
  The Indenture provides that all Debt Securities of any one series need not
be issued at the same time and that the Corporation may, from time to time,
issue additional Debt Securities of a previously issued series. In addition,
the Indenture provides that the Corporation may issue Debt Securities with
terms different from those of any other series of Debt Securities and, within
a series of Debt Securities, terms (such as interest rate or manner in which
interest is calculated, original issue date, redemption provisions and
maturity date) may differ.
 
                                       5

 
CERTAIN CONDITIONS FOR ISSUANCE OF ADDITIONAL INDEBTEDNESS
 
  Pursuant to Section 234 of the Constitution of Alabama of 1901, the bonded
indebtedness of Alabama corporations may not be increased without the consent
of shareholders. The Corporation is presently authorized to issue, without
further shareholder approval, bonded indebtedness in an amount which, when
added to the bonded indebtedness then outstanding, does not exceed the greater
of (i) $750,000,000 or (ii) one hundred fifty percent (150%) of the total
shareholders' equity of the Corporation as reflected in the consolidated
financial statements of the Corporation as of the end of the Corporation's
most recently completed fiscal quarter.
 
GLOBAL NOTES
 
  If the Prospectus Supplement so provides, the Offered Debt Securities of a
series may be issued in whole or in part in the form of one or more Global
Notes that will be deposited with or on behalf of a depositarygas properties located in the United States identified in any applicable Prospectus Supplement relatingPermian Basin pursuant to such series. The lawsan Agreement of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limitsSale and such laws may impair the ability to transfer beneficial interests
in a Global Note. The specific termsPurchase by and between Energen Resources Corporation and First Permian, L.L.C. More than 95 percent of the depositary arrangement with
respectacquisition reserves are oil, and this acquisition adds an estimated 43 million barrels of oil equivalent (MMBOE) to any Offered Debt Securities of a series will be described in any
applicable Prospectus Supplement relating to such series.
 
PAYMENT AND PAYING AGENTS
 
  Except as may be provided in the applicable Prospectus Supplement, interest,
if any, on each Debt Security payable on each Interest Payment Date will be
paid to the person in whose name such Debt Security is registered as of the
close of business on the Regular Record Date relating to such Interest Payment
Date. However, if there has been a default in the payment of interest on any
Debt Security, such defaulted interest may be payable to the Holder of such
Debt Security as of the close of business on a date selected by the Trustee
not more than 15 daysour Permian Basin holdings. The reserves have an estimated 27-year life and not less than 10 days prior to the date proposed by
the Corporation for payment of such defaulted interest.
 
  Unless otherwise indicated in any applicable Prospectus Supplement,
principal of, and premium and interest, if any, on the Debt Securities will be
payable at the office of the Trustee designated for such purpose or at any
paying agent maintained by the Corporation for such purpose, except that at
the option of the Corporation payment of any interest may be made (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register, or (ii) by wire transfer to an account
maintained by the Person entitled thereto. The Corporation may appoint one or
more Paying Agents and may remove any Paying Agent, all in its discretion.
 
  The transfer of the Debt Securities may be registered, and the Debt
Securities may be exchanged for other Debt Securities of authorized
denominations and of like tenor and aggregate principal amount at the office
of the Trustee designated for such purpose or at any paying agency maintained
by the Corporation for such purpose. The Corporation may appoint one or more
additional security registrars or transfer agents and may remove any security
registrar or transfer agent, all in its discretion. The applicable Prospectus
Supplement will identify any additional security registrar or transfer agent
appointed.
 
  No service charge will be made for any registration of transfer or exchange
of the Debt Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Corporation will not be required (a) to issue, register the
transfer of or exchange Debt Securities during the period of 15 days prior to
giving any notice of redemption or (b) to issue, register the transfer of or
exchange any Debt Security selected for redemption in whole or in part, except
the unredeemed portion of any Debt Security being redeemed in part.
 
                                       6

 
  All moneys paid by the Corporation to the Trustee or a Paying Agent for the
payment of principal of, and premium, if any, and any interest on any Debt
Securities which remain unclaimed at the end of two years after such
principal, premium or interest shall become due and payable will be repaid,
subject to applicable laws of escheat, to the Corporation, and the Holder of
such Debt Securities will thereafter look only to the Corporation for payment
thereof.
 
REDEMPTION
 
  Any terms for the optional or mandatory redemption of the Offered Debt
Securities will be set forth in the applicable Prospectus Supplement. In
accordance with the terms of the Indenture, Debt Securities will be redeemable
only upon notice, by mail, not less than 30 nor more than 60 days priorpercent of the reserves represents proved developed producing. We paid $120 million in cash and issued 3,043,479 shares of our common stock to acquire these reserves in one of our existing core territories.
SELLING SECURITY HOLDERS
In connection with the date fixed for redemptionacquisition by our subsidiary of certain oil and if less thangas properties of First Permian, L.L.C. on April 8, 2002, all of the Debt Securitiesselling security holders acquired shares of any
series areour common stock, and we agreed to be redeemed, the particular Debt Securities will be selected by
the Security Registrarregister these shares of common stock for resale by such method as the Trustee deems fair and
appropriate.
 
  Any notice of optional redemption may state that such redemption shall be
conditional upon the receipt by the Trustee, on or prior to the date fixed for
such redemption, of money sufficient to pay the principal of and premium and
interest, if any, on such Debt Securities and that if such money has not been
so received, such notice will be of no force or effect and the Corporation
will not be required to redeem such Debt Securities.
 
EVENTS OF DEFAULT
 
  The following are Events of Default under the Indenture with respect to the
Debt Securities of a series: (a) failure to pay any interest on any Debt
Security of that series within 30 days after the same becomes due and payable;
(b) failure to pay the principal of or premium, if any, on any Debt Security
of that series within three business days after the same becomes due and
payable; (c) failure to perform, or breach of, any other covenant or warranty
of the Corporation in the Indenture (other than a covenant or warranty
included in the Indenture solely for the benefit of one or more series of Debt
Securities other than such series), continued for 90 days after written notice
by the Trustee to the Corporation or by the Holders of at least 25% in
principal amount of all Outstanding Debt Securities of such series to the
Corporation and the Trustee as provided in the Indenture; (d) certain events
involving bankruptcy, insolvency, conservatorship, receivership or
reorganization of the Corporation or Alagasco or Taurus, whether voluntary or
involuntary; (e) a default under any other indebtedness of the Corporation or
Alagasco or Taurus or instrument under which thereselling security holders. This registration statement may be issued or by which
there may be secured or evidenced any indebtedness of the Corporation or
Alagasco or Taurus,suspended if we determine, in each case aggregating in excess of $10,000,000, which
default constitutes a failure to pay any portion of the principal of such
indebtedness when due or results in the acceleration of the maturity of such
indebtedness, unless within a period of 10 days after written notice of such
default has been given to the Corporation by the Trustee or to the Corporation
and the Trustee by the Holders of at least 10% in principal amount of the
Outstanding Debt Securities of any series, such indebtedness has been
discharged or such acceleration has been rescinded or annulled; and (f) any
other Event of Default provided for with respect to Debt Securities of that
series.
 
  Except as described in (d) and (e) above, no Event of Default with respect
to the Debt Securities of one series necessarily constitutes an Event of
Default with respect to the Debt Securities of any other series issued under
the Indenture.
 
REMEDIES
 
  If any Event of Default with respect to the Debt Securities of any series
occurs and is continuing, either the Trustee or the Holders of at least 33% in
aggregate principal amount of all the Outstanding Debt Securities of that
series may declare the principal amount of all the Outstanding Debt Securities
of that series to be due and payable immediately; provided, however, that if
an Event of Default occurs and is continuing with respect to more than one
series of Debt Securities, the Trustee or the Holders of not less than 33% in
aggregate principal amount of the Outstanding Debt Securities of all such
series, considered as one class, may make such declaration of acceleration and
not the Holders of the Debt Securities of any one of such series.
 
 
                                       7

 
  The Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of each series may, on behalf of all Holders of the Debt
Securities of that series, waive any past default and its consequences under
the Indenture with respect to the Debt Securities of that series, except a
default in the payment of principal or premium or interest, if any, on any
Debt Security of that series, or in respect of a provision of the Indenture
which cannot be amended or modified without the consent of the Holder of each
Outstanding Debt Security of the series affected.
 
  At any time after the declaration of acceleration with respect to Debt
Securities of any series has been made, but before a judgment or decree for
the payment of money due has been obtained, the Event or Events of Default
giving rise to such declaration of acceleration shall, without further act, be
deemed to have been waived, and such declaration and its consequences shall,
without further act, be deemed to have been rescinded and annulled if (a) the
Corporation has paid or deposited with the Trustee a sum sufficient to pay (1)
all overdue interest on all of such Debt Securities; (2) the principal of and
premium, if any, on any of such Debt Securities which have become due
otherwise than by such declaration of acceleration and interest thereon at the
rate or rates prescribed therefor in such Debt Securities; (3) to the extent
that payment of such interest is lawful, interest upon overdue interest at the
rate or rates prescribed therefor in such Debt Securities; (4) all amounts due
to the Trustee under the Indenture; and (b) any other Events of Default with
respect to the Debt Securities of such series, other than the nonpayment of
the principal of such Debt Securities which has become due solely by such
declaration of acceleration, have been cured or waived as provided in the
Indenture.
 
MISCELLANEOUS RIGHTS AND OBLIGATIONS OF TRUSTEE
 
  The Indenture provides that, subject to the duty of the Trustee during the
continuance of an Event of Default to act with the required standard of care,
the Trustee will be under no obligation to exercise any of its rights or
powers under the Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity. Subject to such provisions for the indemnification of the Trustee
and subject to certain other limitations, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Debt Securities of that
series; provided, however, that if an Event of Default occurs and is
continuing with respect to more than one series of Debt Securities, the
Holders of a majority in aggregate principal amount of the outstanding Debt
Securities of all such series, considered as one class, will have the right to
make such direction, and not the Holders of the Debt Securities of any one of
such series; and provided, further, that (a) such direction will not be in
conflict with any rule of law or with the Indenture and would not involve the
Trustee in personal liability in circumstances where reasonable indemnity
would not, in the Trustee's sole discretion, be adequate, (b) the Trustee
shall not have determined that the action so directed would be unjustly
prejudicial to the Holders not taking part in such direction and, (c) the
Trustee may take any other action it deems proper which is not inconsistent
with such direction. The right of a Holder of any Debt Security of such series
to institute a proceeding with respect to the Indenture is subject to certain
conditions precedent, but each Holder has an absolute right to receive payment
of principal and premium and interest, if any, when due and to institute suit
for the enforcement of any such payment. The Indenture provides that the
Trustee, within 90 days after the occurrence of any default thereunder with
respect to the Debt Securities of a series, is required to give the Holders of
the Debt Securities of such series notice of any default known to it, unless
cured or waived; provided, however, that, except in the case of a default in
the payment of principal of or premium or interest, if any, on any Debt
Securities of such series, the Trustee may withhold such notice if the Trustee
determinesgood faith, that it is in the best interest of us and our shareholders to defer disclosure of non-public information until such Holdersinformation has reached a more advanced state. During a period of suspension, sales under this registration statement will be suspended. Our obligation to do so; and, provided,
further, that inmaintain the caseeffectiveness of an Eventthis registration statement ends upon the earlier of Default(1) the first date on which the selling security holders are permitted to sell all of the character specified
above in clause (c) under "Events of Default," no such notice shall be given
to such Holders until at least 75 days after the occurrence thereof.
 
  The Corporation is required to furnishshares pursuant to the Trustee annually aprovisions of Rule 144 of the Securities Act of 1933, as amended, or (2) the date on which all the shares registered pursuant to this registration statement as to the performancehave bee n disposed of by the Corporation of certain of its obligations under
the Indenture and asselling security holders.
The following table sets forth information known to any default in such performance. The Corporation is
also required to notify the Trustee of any Event of Default within 10 days
after certain of its officers obtain actual knowledge thereof.
 
                                       8

 
MODIFICATION, WAIVER AND AMENDMENT
 
  Certain modifications and amendments of the Indenture may be made by the
Corporation and the Trustee without the consent of the Holders, including
those which: (a) evidence the assumption by any successor to the Corporation
of the Corporation's obligations under the Indenture orus with respect to the Debt Securities; (b) addnumber of shares of our common stock beneficially owned as of April 9, 2002 by each selling security holder.
The information provided in the table below with respect to each selling security holder and with respect to the covenantsplan of distribution has been obtained from that selling security holder. None of the selling security holders has, or within the past three years has had, any position, office or other material relationship with us. Because the selling security holders may sell all or some portion of the shares of common stock beneficially owned by them, we cannot estimate either the number or percentage of shares of common stock that will be beneficially owned by the selling security holders following this offering. In addition, the selling security holders may have sold, transferred or otherwise disposed of, or surrendermay sell, transfer or otherwise dispose of, at any rightstime or from time to time since the date on which they provided the information regarding the shares of common stock beneficially owned by them, all or a portion of the Corporationshares of common stock beneficially owned by them in transactions exempt from the registration requirements of the Securities Act of 1933, as amended. Any sales, transfers or other dispositions by the selling security holders in transactions which take place prior to or outside the terms of this offering must comply with the rules and regulations promulgated by the Securities and Exchange Commission under the Indenture; (c) add any EventsSecurities Act of Default, in addition1933, including rules which restrict the number of shares of common stock which a selling security holder may transfer and which establish certain conditions to those specifiedbe satisfied prior to transfer of the shares. The selling security holders have agreed to limit the volume of their transfers of common stock to a maximum of 125,000 shares in the Indenture,aggregate on any trading day and a maximum of 1,000,000 shares in any calendar month.
The number of shares beneficially owned by each selling security holder is determined under Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated, and subject to community property laws where applicable and the limitations discussed in this "Selling Security Holders" section, the persons and entities named have sole voting and investment power with respect to all or any seriesshares shown as beneficially owned by them. Percentage of Outstanding Debt Securities; (d) change or eliminate any provisionbeneficial ownership is based on 34,350,854 shares of the
Indenture or add any new provision to the Indenture; provided, however, that
if such change, elimination or addition will materially and adversely affect
the interestscommon stock outstanding as of HoldersApril 9, 2002.
 
Shares Beneficially Owned
Prior to Offering
 
Shares Beneficially Owned
After Offering
Name
Number
Percent
Shares BeingOffered
Number
Percent
Baytech, L.L.P.
720,197
2.09
720,197
--
--
Parallel, L.P.
933,589
2.72
933,589
--
--
Tejon Exploration Company
25,628
*
25,628
--
--
Tejon Investment Partners
400,110
1.16
400,110
--
--
Dodge Jones Foundation
25,628
*
25,628
--
--
Mansefeldt Investment Corporation
93,359
*
93,359
--
--
Dian Graves Owen
284,681
*
284,681
--
--
Dian Graves Owen Foundation
25,628
*
25,628
--
--
Harlan Stai
2,564
*
2,564
--
--
Topaz Exploration Company
6,669
*
6,669
--
--
Tucker S. Bridwell
38,469
*
38,469
--
--
EnCap Energy Capital Fund III, L.P.
231,191
*
231,191
--
--
EnCap Energy Acquisition III-B, Inc.
174,848
*
174,848
--
--
Energy Capital Investment Company PLC
24,348
*
24,348
--
--
BOCP Energy Partners, L.P.
56,570
*
56,570
--
--
* Represents beneficial ownership of Debt Securities of any series, such change,
elimination or addition will become effective with respect to such series only
when there is no Debt Security of such series remaining outstanding under the
Indenture; (e) provide collateral security for the Debt Securities; (f)
establish the form or terms of Debt Securities of any series; (g) evidence the
appointment of a successor Trustee with respect to the Debt Securities of one
or more series and to add to or change any of the provisions of the Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts under the Indenture by moreless than one trustee; (h) provide for the
procedures required to permit the utilization of a noncertificated system of
registration for all or any series of Debt Securities; (i) subject to certain
conditions, change the place where Debt Securities may be transferred,
exchanged or paid; or (j) cure any ambiguity or inconsistency or make any
other provisions with respect to matters and questions arising under the
Indenture, provided such provisions shall not adversely affect the interests
of the Holders of Debt Securities of any series in any material respect.
 
  Without limiting the generality of the foregoing, if the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"percent (1%), is amended after the date of
the Indenture to require changes to the Indenture or the incorporation therein
of additional provisions or permit changes to, or the elimination of,
provisions which at the date of the Indenture are required by the Trust
Indenture Act to be contained in the Indenture, the Corporation and the
Trustee may, without the consent of any Holders, enter into one or more
supplemental indentures to effect or reflect any such change, incorporation or
elimination.
 
  Modifications of and amendments to the Indenture may be made by the
Corporation and the Trustee with the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Debt Securities of
each series affected by such modification or amendment voting separately;
provided, however, that no such modification or amendment may, without the
consent of the Holder of each Outstanding Debt Security affected thereby, (a)
change the Stated Maturity of the principal of, or any installment of
principal or interest on, any Debt Security; (b) reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon redemption
thereof; (c) reduce the amount of the principal of Discounted Securities that
would be due and payable upon a declaration of acceleration of the maturity
thereof; (d) change the coin or currency in which any Debt Security or any
premium or the interest thereon is payable; (e) impair the right to institute
suit for the enforcement of any such payment; (f) reduce the percentage in
principal amount of Outstanding Debt Securities of any series, the consent of
whose Holders is required for modification or amendment of the Indenture or
for waiver of compliance with certain provisions of the Indenture or for
waiver of certain defaults; (g) reduce the requirements for quorum or voting;
or (h) modify the provisions of the Indenture relating to the modification of
the Indenture, or the circumstances under which the Holders may waive past
defaults by and certain covenants of the Corporation except to increase the
percentages in principal amount referred to therein.
 
  .
The Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of all series with respect to which a certain
covenant or restriction has been specified, may, on behalf of all Holders of
Debt Securities waive compliance by the Corporation with certain covenants of
the Indenture. The Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series may, on behalf of all Holders of
Debt Securities of that series (a) waive any past default under the Indenture
with respect to Debt Securities of that series, except a default (i) in the
payment of principal, premium, if any, or interest on any Debt Security, or
(ii) in respect of a covenant or provision that cannot be modified or amended
without the consent of the Holder of each Outstanding Debt Security affected
thereby, and (b) waive any Event of Default resulting in acceleration of such
Debt Securities in specified circumstances.
 
                                       9

 
CONSOLIDATION, MERGER AND SALE OF ASSETS
 
  The Indenture provides that the Corporation shall not consolidate with or
merge into any other corporation, association, company, jointselling security holders acquired our common stock company,
limited liability company or business trust (the "Successor Corporation") or
convey, transfer or lease its properties and assets substantially as an entity
to any Person unless (i) the Successor Corporation into which the Corporation
is merged or into which it is consolidated or the Person to which
substantially all of the Corporation's assets or properties are conveyed,
transferred or leased, is a Person organized under the laws of the United
States, any state thereof or the District of Columbia, and expressly assumes
by means of a supplemental indenture the due and punctual payment of the
principal (and premium, if any) and interest on all the Outstanding Debt
Securities and the performance of every covenant of the Corporation in the
Indenture; (ii) upon the occurrence of such a transaction, treating any
indebtedness for borrowed money which becomes an obligation of the Corporation
as a result of such transaction as having been incurred by the Corporation at
the time of such transaction, no Event of Default, and no event which, after
notice or lapse of time, or both, would become an Event of Default, shall
occur or be continuing; and (iii) the Corporation or the Successor Corporation
or Person delivers to the Trustee an Officers' Certificate and an Opinion of
Counsel stating that the consolidation, merger, conveyance, transfer or lease
and the supplemental indenture complies with the Indenture and all conditions
precedent for such transaction in the Indenture have been complied with.
 
CERTAIN COVENANTS
 
  Maintenance of Property. The Corporation will cause (or, with respect to
property owned in common with others, make reasonable effort to cause) all its
properties used or useful in the conduct of its business to be maintained and
kept in good condition, repair and working order and will cause (or with
respect to property owned in common with others, make reasonable effort to
cause) to be made all necessary repairs, renewals, replacements, betterments
and improvements thereof, all as, in the judgment of the Corporation, may be
necessary so that the business carried on in connection therewith may be
properly conducted; provided, however, that the foregoing shall not prevent
the Corporation from discontinuing, or causing the discontinuance of, the
operation and maintenance of any of its properties if such discontinuance, in
the judgment of the Corporation, (a) is desirable in the conduct of its
business and (b) will not adversely affect the interests of the Holders of
Debt Securities of any series in any material respect.
 
  Corporate Existence. Subject to the rights of the Corporation described
under "Consolidation, Merger and Sale of Assets," the Corporation will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and rights (charter and statutory) and
franchises of the Corporation; provided, however, that the Corporation shall
not be required to preserve any such right or franchise if, in the judgment of
the Corporation (a) preservation thereof is no longer desirable in the conduct
of the business of the Corporation and (b) the failure to preserve any such
right or franchise will not adversely affect the interests of the Holders of
Debt Securities of any series in any material respect.
 
  Restriction on Liens. The Corporation will not create, assume, incur or
suffer to exist any mortgage, lien, pledge, charge or encumbrance of any kind
(other than "Excepted Encumbrances") upon property of the Corporation (other
than "Excepted Property") to secure indebtedness without effectively providing
that the Debt Securities shall be secured equally and ratably with the
indebtedness secured by such mortgage, lien, pledge, charge or encumbrance.
Subject to the next succeeding sentence, the foregoing restriction shall not
apply to (1) pledging of any assets of the Corporation as security for payment
of taxes or other similar charges in connection with a good faith contest by
the Corporation as to its liability for such payment; (2) pledging of any
assets of the Corporation to secure a stay or discharge in connection with a
legal proceeding in which the Corporation or a subsidiary is a party or for
the purpose of obtaining insurance coverage or other surety obligations
providing for securing such stay or discharge in the event such stay or
discharge should be required; (3) making deposits or providing security in
connection with tenders, redemptions, contracts or leases to which the
Corporation is a party or deposits for the purpose of terminating obligations
under an indenture; (4) pledging
 
                                      10

 
of assets in connection with the incurrence of indebtedness in aggregate
principal amount not exceeding 5%First Permian acquisition, which closed on April 8, 2002. All of the assetsshares of the Corporation as
presented in the financial statements of the Corporation contained in the most
recently filed report on Form 10-K or 10-Q (or successor forms thereto) filed
with the Commission at the time of such pledge; (5) liens, pledges, security
interests or other encumbrances on property,common stock or indebtedness of any
corporation existing at the time such corporation becomes a subsidiary of or
is merged into the Corporation, or existing at the time of acquisition of such
property or stockpurchased by the Corporation; (6) incurring liens, licenses, pledges,selling security interests or other encumbrances to secure paymentholders were "restricted securities" under the Securities Act of all or a part of
the price of acquisition, construction or improvement of property or stock
acquired by the Corporation or to secure any indebtedness incurred by the
Corporation1933 prior to at the time of, or within 180 days after the later of
the acquisition or completion of construction where the secured debt is
incurred for the purpose of financing all or any part of the purchase price of
such property or construction or improvements thereon; (7) liens, pledges,
security interests or other encumbrances on property of the Corporation
created in favor of a government or any political subdivision or
instrumentality thereof, to secure partial progress, installment, advance or
other payments pursuant to any contract or statute or to secure any
indebtedness or other obligation incurred for the purpose of financing all or
any part of the purchase price or the cost of construction of property subject
to the encumbrance; or (8) any extension, renewal or replacement of any lien
or encumbrance referred to above, provided that the principal amount of the
indebtedness secured thereby is not increased and the lien or security
interest securing the indebtedness is not extended to cover additional
property. Notwithstanding the foregoing, in no event shall the Corporation
create, assume, incur or suffer to exist pursuant to the foregoing clauses (1)
and (3) through (8) any mortgage, lien, pledge, charge or encumbrance on the
capital stock of either of Alagasco or Taurus directly or indirectly owned by
the Corporation. The term "Excepted Encumbrances" means liens for taxes,
assessments or governmental charges not delinquent; liens securing
indebtedness existing in or relating to real estate acquired for right-of-way
purposes; easements or reservations in property of the Company by statute or
ordinance; liens and charges incidental to current construction activities;
obligations or duties created or imposed by municipalities or other public
authority affecting property of the Company; rights reserved to or vested in
any municipality or public authority to control or regulate the Company or use
of its property; irregularities or deficiencies of title with respect to
rights-of-way; and leases made or existing in the ordinary course of business
of the Company. The term "Excepted Property" generally means certain property
or equipment of the Corporation used in the ordinary course of business,
including current assets, vehicles, certain inventories and equipment, as more
particularly defined in the Indenture, and excludes capital stock issued by
Alagasco and Taurus.
 
  Restriction on Sale-Leaseback Transactions. The Corporation will not enter
into any arrangement providing for the lease to the Corporation of any
property of the Corporation (except for temporary leases for a term, including
any renewal thereof, of not more than three years), which property has been or
is to be sold or transferred by the Corporation to the lessor unless the
proceeds of such sale are at least equal to the fair value of such property
and either: (i) the Corporation would be entitled, under the sub-caption
"Restriction on Liens," to create, assume, incur or suffer to exist a
mortgage, lien, pledge, charge or encumbrance to secure indebtedness on the
property to be leased without equally and ratably securing the Offered
Securities; or (ii) the Corporation shall, or covenants that it will, within
120 days of the effective date of any such arrangement (or in the case of
clause (a) below, within six months thereafter pursuant to a commitment
entered into within such 120 day period), apply an amount not less than the
fair value of such property to any one or more of (a) the optional redemption
of, or the purchase and retirement of, the Debt Securities, or (b) the payment
or other retirement of Funded Debt (as defined therein) incurred or assumed by
the Corporation which ranks pari passu with the Debt Securities (other than
Funded Debt owned by the Corporation), or (c) the purchase at not more than
the fair value of property by the Corporation (other than property of the
Corporation involved in such sale).
 
SATISFACTION AND DISCHARGE; DEFEASANCE
 
  The Indenture, with respect to any and all series of Debt Securities (except
for certain specified surviving obligations) will be discharged and canceled
upon the satisfaction of certain conditions, including: (a) the payment in
full of the principal of (and premium, if any) and interest on all series of
the Debt Securities or the
 
                                      11

 
deemed payment in full of such Debt Securities, as described below; (b) the
payment by the Corporation of all other sums required under the Indenture; and
(c) the delivery of a certificate by the Corporation to the Trustee stating
that all conditions precedent relating to the satisfaction and discharge of
the Indenture have been complied with.
 
  In addition, the Corporation may at any time (i) terminate certain of its
obligations under the Indenture with respect to Debt Securities of any series
("legal defeasance") or (ii) terminate its obligations under certain covenants
set forth in the Indenture with respect to Debt Securities of any series,
including the provisions described above under "Certain Covenants--Restriction
on Liens," "--Restriction on Sale-Leaseback Transactions" and "Consolidation,
Merger and Sale of Assets" (after which any omission to comply with such
obligations shall not constitute a Default with respect to such Debt
Securities) ("covenant defeasance"). To exercise either legal defeasance or
covenant defeasance, the Corporation must irrevocably deposit in trust with
the Trustee, for the benefit of the Holders, cash or Eligible Obligations, or
a combination thereof, in such amounts as will be sufficient to pay the
principal of and premium and interest, if any, due and to become due on the
Debt Securities of such series on or prior to their redemption or maturity
date in accordance with the terms of the Indenture and such Debt Securities;
provided either (i) that such money or the proceeds of such Eligible
Obligations shall have been on deposit with the Trustee for a period of at
least 90 days, or (ii) that the Trustee shall have received an Opinion of
Counsel to the effect that payments to Holders with such moneys as proceeds
are not recoverable as a preference under any applicable United States federal
or state law relating to bankruptcy, insolvency, receivership, winding-up,
liquidation, reorganization or relief of debtors. The Corporation must also
comply with certain other conditions, including the delivery of an opinion of
counsel to the effect that the holders of such Debt Securities will not
realize income, gain or loss for Federal income tax purposes as a result of
such defeasance but will realize income, gain or loss on the Debt Securities,
including payments of interest thereon, in the same manner and at the same
times as would have been the case if such defeasance had not occurred. In the
case of legal defeasance, the opinion of counsel must be accompanied by a
ruling of the Internal Revenue Service issued to the Corporation, or based on
a change in law or regulation occurring after the date of the Indenture.
 
  Eligible Obligations include: (a) with respect to Debt Securities
denominated in United States Dollars, Government Obligations (which include
direct obligations of, or obligations unconditionally guaranteed by, the
United States of America entitled to the benefit of the full faith and credit
thereof and certificates, depository receipts or other instruments which
evidence a direct ownership interest in such obligations or in any specific
interest or principal payments due in respect thereof); and (b) with respect
to Debt Securities denominated in a currency other than United States Dollars
or in a composite currency, such other obligations or instruments as shall be
specified with respect to such Debt Securities, as contemplated by the
Indenture.
 
GOVERNING LAW
 
  The Debt Securities and the Indenture will be governed by, and construed in
accordance with, the laws of the State of New York.
 
U.S. FEDERAL TAXATION
 
  The Prospectus Supplement will contain a brief summary of the relevant
United States federal income tax laws applicable to the Offered Debt
Securities.
 
                                      12
this registration.
DESCRIPTION OF CAPITAL STOCK
 
  The Corporation's
Our authorized capital stock consists of 30,000,000(1) 75,000,000 shares of Common Stock,common stock, par value $.01$0.01 per share, (hereinafterof which 34,350,854 shares were outstanding on April 9, 2002, and hereinbefore referred
to as the "Common Stock"), and(2) 5,000,000 shares of Preferred Stock,preferred stock, par value $.01$0.01 per share, ("Preferred Stock"), each of which is described below. The
Corporation is requesting that its shareholders approve an increase in the
number of authorizedno shares of Common Stock from 30,000,000 to 75,000,000 at
the annual meeting of its shareholders in January 1998. On December 10, 1997,
14,476,686 shares of Common Stock wereare issued and outstanding, excluding
shares held in treasury, and no shares of Preferred Stock were issued or
outstanding. The summaryfollowing description of theour capital stock and related matters is qualified in its entirety by reference to our restated certificate of incorporation, the Corporation
contained herein is necessarily general and reference should be made in each
caseamendment to the Corporation's Restated Certificateour restated certificate of Incorporation, Certificate
of Adoption of Resolutions Designatingincorporation designating our Series A1998 Junior Participating Preferred Stock, Bylawsour bylaws and Rights Agreement which are exhibits to the Registration
Statementour rights agreement.
The following summary describes elements of which this Prospectus is a part.
 
COMMON STOCK
 
  General. Subject to any prior rightsour restated certificate of the Preferred Stock then
outstanding, holders of incorporation and bylaws.
Common Stock
General. Holders of common stock are entitled to receive dividends as and
when they are declaredone vote per share on all matters to be voted upon by the Board of Directors out of funds legally
available therefor. Subject to the rights, if any, of the Preferred Stock, all
voting rights are vested in the holders of shares of Common Stock, each share
being entitled to one vote.shareholders. The holders of Common Stock arecommon stock do not entitled tohave cumulative voting rights in the election of directors, which means that the
holdersdirectors. Holders of more than 50% of the shares of Common Stock voting for election of
directors can elect 100% of the directors if they choose to do so and, in such
event, the holders of the remaining less than 50% of the shares voting for the
election of directors are not able to elect any person or persons to the Board
of Directors. Subject to any prior rights of the Preferred Stock, in the event
of liquidation, the holders of Common Stockcommon stock are entitled to receive pro rataratably dividends if, as and when dividends are declared from time to time by our board of directors out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock, as described below. Upon liquidation, dissolution or winding up, the holders of common stock are entitled to receive ratably the assets available for distribution to the shareholders after payment of liabilities and accrued but unpaid dividends and liquidation preferences on any assets distributableoutstanding preferred stock. The common stock has no preemptive or conversion rights and is not subject to shareholders in respect of shares heldfurther calls or assessment by them.us. There are no redemption or sinking fund provisions applicable to the common stock. Holders of Common Stockcommon stock do not have any right to subscribe to any additional securities which we may be issued by the Company. The outstanding shares of
Common Stock are fully paid and nonassessable.
 
  issue.
Special Vote Requirements for Certain Transactions. The Restated Certificate Our restated certificate of Incorporation of the Corporationincorporation provides that certain specified transactions or a series of such transactions with an "Interested Stockholder"
(generally defined as a holder of 10% or more of the voting power of the
outstanding voting stock of the Corporation or an affiliate of such a holder)"interested stockholder" require approval by the vote of the holders of at least 80% of the then outstanding shares of voting stock, of the Corporation, except in cases in which either certain price criteria and procedural requirements are satisfied or the transaction is approved by a majority of the members of the Board of
Directors who are unaffiliatedour "disinterested" board members. A board member is considered disinterested if such member is neither affiliated with, and notnor a nominee of, the Interested
Stockholder"interested stockholder" and who were directors beforewas a board member prior to the Interested Stockholdertime the "interested stockholder" became an Interested Stockholder"interested stockholder" (or successorsthe duly elected successor to such directors who are neither
affiliated with, nor the nominee of, the Interested Stockholder and who were
recommended to succeed their predecessors by a majority of the directors
meeting such criteria)board member). The specified transactions include (i) ainclude:
our merger or consolidation, ofor the Corporation ormerger and consolidation of any of itsour subsidiaries, with or into an Interested Stockholder"interested stockholder" or any other corporation which is, or after such merger
or consolidation would be, an Affiliate (as defined)affiliate of an Interested
Stockholder; (ii) "interested stockholder;"
the sale, lease, exchange, mortgage, pledge, transfer or other disposition of our assets of the Corporation or any of its subsidiaries
havingwith a value of $1,000,000 or more to an "interested stockholder" or with an Interested Stockholder or
any Affiliateaffiliate of an Interested Stockholder; (iii) "interested stockholder;"
the issuance or transfer of our stock or other securities of the Corporation or of any of its subsidiaries to an Interested Stockholder"interested stockholder" or any Affiliatean affiliate of any Interested Stockholderan "interested stockholder" in exchange for cash, securities or other property having a value of $1,000,000 or more; (iv) the
our adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposedproposal suggested by or on behalf of an Interested
Stockholder"interested stockholder;" or any Affiliate of any Interested Stockholder; or (v) 
any reclassification of securities, recapitalization, merger or consolidation of
the Corporation with a subsidiary or any similar transaction which has the effect directly or indirectly, of increasing an Interested Stockholder's or
any Affiliate of an Interested Stockholder's"interested stockholder's" proportionate share of theour outstanding equity securities (or securities convertible thereinto)securities.
Subject to certain exceptions, an "interested stockholder" is a person who, together with that person's affiliates and associates, owns 10% or more of the
Corporation or any of its subsidiaries. At present, the Corporation is not
aware of the existence of any shareholder who would be an Interested
Stockholder.
 
                                      13
our voting stock.
Provisions with respect to our Board of Directors. The Restated Certificate Our restated certificate of Incorporation of the Corporationincorporation provides that the membersour board of the Board of
Directors aredirectors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible. Each
class is elected forAs a three-year term. At each annual meeting of
shareholders,result, approximately one-third of the membersboard of directors will be elected each year. The classification of directors will have the Boardeffect of Directors are electedmaking it more difficult for a three-year term, andshareholders to change the other directors remain in office until their
three-year terms expire. Thus, controlcomposition of the Board of Directors cannot be
changed in one year; rather, atour board. At least two annual meetings must be held before a majority of the membersboard of directors can be changed.
A majority of the Board of Directors can be changed.
 
  Vacanciesremaining directors may fill vacancies on the Board of Directorsour board, other than those caused by an increase in the number of directors may be filled by a majority of the remaining
directors though less than a quorum. Adirectors. Any director elected to fill such a vacancy is elected to serve until the next annual meeting of shareholders. Any directorship to be filled as a result of an increase in the number of directors may only be filled only by election at an annual meeting or at a special meeting of shareholders called for such purpose unless Alabama law at such time permits suchthe vacancy to be filled by a majority of the remaining directors.
 
  The Alabama Business Corporation Act provides (unless
Unless otherwise provided in a corporation's charter)charter, Alabama law provides that a director, or the entire Boardboard of Directors,directors, may be removed by the shareholders at a meeting of shareholders expressly called for that purpose with or without cause by an affirmative vote of the holders of a majority of the shares of the Corporationour stock then entitled to vote on election of directors. The Restated CertificateHowever, our restated certificate of Incorporationincorporation and Bylawsbylaws provide that the affirmative vote of holders of at least 80% of our stock then entitled to vote on election of directors is required to remove a director or the Corporation, however, provideentire board of directors from office.
Amendment. Our restated certificate of incorporation provides that the affirmative vote of the holders of at least 80% of theour voting power of the outstanding capital stock entitled to
vote for the elections of directors is required to remove a director or the
entire Boardamend certain provisions of Directors from office.
 
  Special Vote Requirements for Certain Amendments to Restated Certificateour restated certificate of Incorporation. Certain portions of the Restated Certificate of Incorporation
of the Corporation described in certain of the preceding paragraphs,incorporation, including those related toprovisions dealing with business combinations and the classified Boardclassification of Directors,
may be amended only by the affirmative vote of the holders of 80% of the
voting power of the outstanding voting stock of the Corporation.
 
  directors.
Possible Effects of Special Provisions. Certain The provisions of the provisions contained
in the Restated Certificateour restated certificate of Incorporation and Bylaws of the Corporationincorporation described above have the effect of making it more difficult to change the Boardboard of Directorsdirectors and may make the Boardboard of Directorsdirectors less responsive to shareholder control. Certain of these provisions also may tend to discourage acquisition attempts by third parties due to acquire the Corporation because of the additional time and expense involved and athe greater possibility of failure, and, asfailure. As a result, these provisions may decrease the likelihood of anour acquisition of the Corporation by a potential purchaser or adversely affectmay decrease the price that a potential purchaser would be willing to pay for theour capital stock of the Corporation.
 
  stock.
Preferred Stock Purchase Rights. In order Our board of directors adopted a rights agreement on July 27, 1998 designed to protect the Corporation'sour shareholders from coercive or unfair takeover tactics,tactics. Under the Corporation's Boardterms of Directors on July 27, 1988 adopted a Shareholder Rights Plan (the
"Shareholder Rights Plan"). Pursuant to the Shareholder Rights Plan,rights agreement, each share of the Corporation's Common Stock outstanding has associated with it
two-thirds of oneour common stock is accompanied by a right (a "Right") to purchase, until the earlier of July 27, 1998 (or, if
earlier,2008 or the redemptiondate that we redeem all such rights, 1/100th of the Rights), a unit consisting of 1/100th of one share of Series A1998 Junior Participating Preferred Stock, (the "Unit")par value $0.01 per share, at an
exercisea purchase price of $80 per Unit,$70, subject to certain antidilution and other adjustments as provided in the Shareholder Rights Plan. The Shareholder Rights
Plan also approved the further issuance of Rights forrights agreement. Since July 27, 1998, we have issued all shares of Common
Stock that are subsequently issued unless otherwise specified by the Board.
Accordingly and subject to adjustment as provided above, two-thirds of a Right
will be issued for each share of Common Stock offered hereby.our common stock with accompanying rights. Until certain
specified conditions exist, the Rightsrights will be represented by the certificates for the Common Stockour common stock and will not be exercisable or transferable apart from the certificates for the Common Stock.
 
  common stock certificates.
The Rights haverights agreement has certain anti-takeover effects. The Rightseffects, as it requires any person or group seeking to acquire us to condition their offer on the acquisition of a substantial number of shares. Otherwise, we will allow our shareholders to exercise their rights and cause substantial dilution to athe person or group that attemptsattempting to acquire the
Corporation without conditioning the offer on a substantial number of Rights
being acquired.us. The Rightsrights should not interfere with any merger or other business combination approved by the Board of Directors of the Corporationour board since, among other things, our board may redeem all but not less than all of the Board of Directors may,then outstanding rights at its option,$0.01 per right at any time
 
                                      14
 until 10 days (subject to extension) following the date on which a person or group acquires 20%15% or more of our outstanding common stock. Our board's right to redeem the outstanding Common Stock, except underrights are limited by certain circumstances redeem all but not less than allmore fully described in the then outstanding
Rights at $.02 per Right.
 
  A Rights Agreement, dated as of July 27, 1988,1998, between the Corporationus and AmSouth Bank, N.A.,First Chicago Trust Company of New York, as amended, specifies the terms of the Rights and the
foregoing description of the Rights is qualified in its entirety by reference
to suchAgent. The Rights Agreement which is an exhibit to the Corporation's
Registration Statementour registration statement on FormFo rm 8-A, as amended, File No. 1-7810, dated August
8, 1988, andJuly 10, 1998, which is incorporatedwe incorporate by reference herein.into this prospectus. See "Incorporation of
Certain Documents by Reference".
 
  Limitations"Where You Can Find More Information."
Limits on Dividend Payments. The Corporation isDividends. We are subject to several indentures and other debt instruments which restrict the Corporation'slimit our ability to pay dividends. Under the most restrictive indenture or other debt instrument, the Corporation iswe are required to maintain a consolidated tangible net worth of not less than $80,000,000. At September 30, 1997, the CorporationDecember 31, 2001, we had a consolidated tangible net worth of approximately $300,900,000$473,978,000 and therefore, under the indenture restriction, the Corporationwe could make dividend payments in respect of its Common Stock of $220,900,000.$393,978,000.
Registrar and Transfer AgentAgent. The registrar and Registrar. The transfer agent and registrar for the
Common Stockour common stock is HarrisEquiServe Trust and Savings Bank, 311 West Monroe Street, 11th
Floor, Chicago, Illinois 60606 . The Company's Common StockCompany, N.A.
Listing. Our common stock is listed on the New York Stock Exchange.
 
PREFERRED STOCK
 
  General. UnderExchange under the Corporation's Restated Certificatesymbol "EGN."
Preferred Stock
General. Our restated certificate of Incorporation,incorporation authorizes the Boardboard of Directors is authorized, without further shareholder action,directors to provide for the issuance ofissue up to 5,000,000 shares of Preferred Stock,preferred stock, in one or more series, with suchwithout further action by our shareholders. The board must set forth the designations, preferences and other rights, including voting powers, or without voting powers, and with
such designations and relative rights, and preferences as shall be set forthif any, in resolutions providing for the issue thereof adopted byissuance of the Board of Directors.
It is not possible to state the actualpreferred stock. We cannot determine what effect, ofif any, the authorization and issuance of Preferred Stockpreferred stock would have upon the rights of holders of the Common Stock
unless andour common stock until the Board of Directors determinesboard specifies the attributes of the Preferred Stockpreferred stock and the specific rights of its holders. Suchthe holders of the preferred stock. We speculate that such effects may include, however, (i) include:
restrictions on dividends on Common Stockpaid to holders of our common stock if we have not paid dividends on Preferred Stock have not been paid; (ii) our preferred stock;
dilution of the voting power of Common Stockour common stock to the extent that Preferred Stock hasthe preferred stock is issued with voting rights, or to the
extent that any Preferred Stock series is convertible into Common Stock; (iii)
common stock;
dilution of the equity interest of Common Stockour common stock, unless Preferred Stock is
redeemed bywe redeem the Corporation;preferred stock; and (iv) limitation
limitations on the rightrights of holders of Common Stockour common stock to share in the Corporation'sour assets upon liquidation until satisfaction ofwe satisfy any liquidation preference granted to Preferred Stock.
Although the abilityholders of the Corporationpreferred stock.
Although our ability to issue Preferred Stockpreferred stock provides us with flexibility in connection with possible acquisitions and other corporate purposes, its issuancewe could be used to impedeissue preferred stock as a means of impeding an attempt by a third party to acquire a majority of theour outstanding voting stock of the Corporation.
 
  stock.
Series A1998 Junior Participating Preferred Stock. In connection with the adoption of the Shareholder Rights PlanAgreement described above, on July 27, 1988, the
Corporation's Board of Directors1998 our board designated 150,000750,000 shares of the
Corporation'sour authorized but unissued Preferred Stockpreferred stock as "Series A1998 Junior Participating Preferred Stock" (the "Series A Preferred Stock"). The terms of
the Series A Preferred Stock are such that oneStock." One share of Series A1998 Junior Participating Preferred Stock will be approximately equivalent to 100 shares of Common Stock.our common stock. Each 1/100th100th of one share of Series A1998 Junior Participating Preferred Stock has the same dividend and voting rightrights as one full share of Common Stock,our common stock, except that, if dividend payments on the Series A1998 Junior Participating Preferred Stock are in arrears for six consecutive quarters, the Corporation'sour ability to pay dividends on its Common Stock isour common stock will be restricted, and holders of the Series A1998 Junior Participating Preferred Stock will have enhanced voting rights. In addition, each 1/100th of one share of Series A1998 Junior Participating Preferred Stock has a minimum quarterly dividend equal to the great er of $.05(1) $5.00 or (2) 100 times the aggregate per 1/100th of one share dividend declared on our common stock since the last quarterly dividend date. Series 1998 Junior Participating Preferred Stock also has a liquidation preference and certain other rights preferential to Common Stock.our common stock. Pursuant to the Shareholder Rights Plan, RightsAgreement, we have been issued rights to the
Corporation'sour shareholders, but such Rightsrights have not yet become exercisable and nowe have not issued any shares of Series A1998 Junior Participating Preferred Stock have been issued.
 
                                      15
Stock.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common stock offered hereby. See "Selling Security Holders."
PLAN OF DISTRIBUTION
The Corporationselling security holders and their successors, including their permitted transferees, pledgees or donees or their successors, may sell the Offered Securities being offered herebyshares of common stock directly to underwriterspurchasers or through agents or directly to purchasers. The applicable
Prospectus Supplement will set forth the terms of the offering of the Offered
Securities to which such Prospectus Supplement relates, including the name or
names of any underwriters, broker-dealers or agents, with whomwho may receive compensation in the Corporation has entered into
arrangements with respectform of discounts, concessions or commissions from the selling security holders or the purchasers. These discounts, concessions or commissions as to the sale of such Offered Securities, the public
offeringany particular underwriter, broker-dealer or purchase price of such Offered Securities and the net proceeds to
the Corporation from such sale, any underwriting discounts and other items
constituting underwriters' compensation, any discounts and commissions allowed
or paid to dealers, if any, any commissions allowed or paid to agents, and the
securities exchanges, if any, on which the Offered Securities will be listed.
 
  The Offered Securitiesagent may be purchased to be re-offered toin excess of those customary in the public
through underwriting syndicates led by one or more managing underwriters, or
through one or more underwriters. types of transactions involved.
The underwriter or underwriters with respect
to an underwritten offering of the Offered Securities will be namedshares offered in any
applicable Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters will
be set forth on the cover page of any applicable Prospectus Supplement. Unless
otherwise set forth in any applicable Prospectus Supplement, the obligations
of the underwriters to purchase the Offered Securities will be subject to
certain conditions precedent, and each of the underwriters with respect to a
sale of Offered Securities will be obligated to purchase all of its allocated
Offered Securities if any are purchased. Any initial public offering price and
any discount or concessions allowed or reallowed or paid to dealersthis prospectus may be changed from time to time.
 
  Offered Securities may be offered and sold by the Corporation, directly or
through agents designated by the Corporation from time to time which agentsby the selling security holders in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These sales may be affiliateseffected in transactions:
on any national securities exchange or U.S. inter-dealer system of a registered national securities association on which the common stock may be listed or quoted at the time of sale;
in the over-the-counter market;
in private transactions;
by pledge to secure debts and other obligations;
in short sales of the Corporation. Anycommon stock, in transactions to cover the short sales or otherwise in connection with short sales;
through put or call options, including the writing of exchange-traded call options, or other hedging transactions related to the common stock; or
a combination of any of the above transactions.
The selling security holders may either sell shares directly to purchasers, or sell shares to, or through, broker-dealers. These broker-dealers may act either as an agent involvedof the selling security holders, or as a principal for the broker-dealer's own account. These transactions may include transactions in which the same broker-dealer acts as an agent on both sides of the trade. Such broker-dealers may receive compensation in the offerform of discounts, concessions or commissions from the selling security holders and/or the purchasers of the shares. This compensation may be received both if the broker-dealer acts as an agent or as principal. This compensation might also exceed customary commissions.
The selling security holders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In such transactions, broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with the selling security holders. The selling security holders also may sell shares short and re-deliver the shares to close out such short positions. The selling security holders may enter into options or other transactions with broker-dealers that require the delivery to the broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer such shares pursuant to this prospectus. The selling security holders also may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the shares so loaned, or upon a default the broker-dealer may sell the pledged shares pursuant to this prospectus.
If any selling security holder notifies us that any material arrangement has been entered into with a broker-dealer for the sale of shares through:
a block trade,
a special offering,
an exchange distribution or secondary distribution, or
a purchase by a broker or dealer,
then we will file, if required, a supplement to this prospectus under Rule 424(b) of the Offered Securities Act.
The supplement will disclose, to the extent required:
the names of the selling security holders and of the participating broker-dealer(s);
the number of shares involved;
the price at which such shares were sold;
the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable;
that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in respect of which this Prospectus is being
delivered will be named,prospectus; and
any other fact material to the transaction.
The selling security holders and any commissions payable byunderwriters, broker-dealers or agents that participate in the Corporation to
such agent will be set forth, in any applicable Prospectus Supplement. Unless
otherwise indicated in any applicable Prospectus Supplement, any such agent
will be acting on a reasonable efforts basis for the period of its
appointment.
 
  The Debt Securities will be new issues of securities with no established
trading market. Any underwriters to whom such Debt Securities are sold by the
Corporation for public offering and sale may make a market in such Debt
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of, or the the trading market for, any Offered
Securities.
 
  Any underwriter or agent participating in the distribution of the Offered
Securitiesshares of common stock may be deemed to be an underwriter, as that term is defined in"underwriters" within the meaning of Section 2(11) of the Securities Act, of the Offered Securities so offered and sold, andAct. Any discounts, commissions, concessions or profit they earn on any
discounts or commissions received by them from the Corporation and any profit
realized by them on the sale or resale of the Offered Securitiesshares may be deemed
to be underwriting discounts and commissions under the Securities Act. Underwriters, agents and their controlling persons may be entitled, under
agreements entered into withSelling security holders who are "underwriters" within the Corporation, to indemnification by the
Corporation against certain civil liabilities, including liabilities undermeaning of Section 2(11) of the Securities Act orwill be subject to contributionthe prospectus delivery requirements of the Securities Act.
Under the Securities Exchange Act of 1934, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to paymentsour common stock for a period of up to 5 business days prior to the commencement of such distribution. In addition, the selling security holders will be subject to the applicable provisions of the Securities Exchange Act of 1934, including Regulation M, which may limit the underwriterstiming of purchases and sales of shares of common stock by the selling security holders or agentsany other such persons. These restrictions may affect the marketability of the shares and the ability of any person or entity to engage in market-making activities with respect to the shares.
In order to comply with the securities laws of some jurisdictions, if applicable, the shares of common stock must be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in certain jurisdictions, the shares of common stock may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 of the Securities Act may be requiredsold under Rule 144 rather than pursuant to makethis prospectus. A selling security holder may not sell any shares of common stock described in respect thereof.
 
                                LEGAL OPINIONS
 
  The legalitythis prospectus and may not transfer, devise or gift these securities by other means not described in this prospectus.
In connection with the acquisition by our subsidiary, Energen Resources, of certain oil and gas properties formerly owned by First Permian, L.L.C., we agreed for the benefit of the Offered Securities being offered herebyselling security holders to register shares of our common stock they received under applicable federal and state securities laws under specific circumstances and at specific times. We will pay substantially all of the expenses incident to the offering and sale of the common stock, exclusive of any concessions, discounts or commissions.
LEGAL MATTERS
The validity of the shares of common stock will be passed upon for the Corporationus by Bradley Arant Rose & White LLP, Birmingham, Alabama, and certain legal matters will be passed upon for any underwriters,
dealers or agents by Winthrop, Stimson, Putnam & Roberts, New York, New York.Alabama. As of December 23, 1997,April 1, 2002, the partners and associates of Bradley Arant Rose & White LLP beneficially owned approximately 5,000 shares of Common Stock ofour outstanding common stock.
EXPERTS
The financial statements incorporated in this prospectus by reference to the Corporation.
 
                                      16

 
                                    EXPERTS
 
  The consolidated balance sheetsAnnual Report on Form 10-K of Energen Corporation and its subsidiaries
as offor the year ended September 30, 19972001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and 1996accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the consolidated statements of income,
shareholders' equity,SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and cash flowscopy any document we file with the SEC at its public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 and at regional SEC offices in Chicago, Illinois and New York, New York. Please call the SEC at 1-800-SEC-0330 for eachfurther information on the operation of the three years inpublic reference room.
We "incorporate by reference" into this prospectus the period
ending September 30, 1997 andinformation we file with the related financial statement schedule,SEC, which aremeans that we can disclose important information to you by referring you to those documents. The information incorporated by reference or includedis an important part of this prospectus. Some information contained in this prospectus updates the information incorporated by reference, and information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the Corporation'scase of a conflict or inconsistency between information set forth in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the selling security holders sell all of the shares offered by this prospectus:
Our Annual Report on Form 10-K for the fiscal year ended September 30, 19972001;
Our Transition Report on Form 10-Q for the fiscal quarter ended December 31, 2001;
Our Definitive Proxy Statement on Schedule 14A filed on December 27, 2001; and which are
Our Current Reports on Form 8-K filed on March 14, 2002 and December 11, 2001.
You may request a copy of these filings, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing to or telephoning us at the following address:
J. David Woodruff, Jr.
Energen Corporation
605 Richard Arrington Jr. Blvd. North
Birmingham, Alabama 35203-2707
Phone: (205) 326-2700
You should rely only on the information contained or incorporated by reference in this prospectus. No one has been authorized to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not, and the Prospectus,selling security holders are not, making an offer to sell the shares in any jurisdiction where the offer to sell the shares is not permitted. You should assume that the information appearing in this prospectus, as well as information we previously filed with the Securities and Exchange Commission that is incorporated in this prospectus by reference, is accurate only as of the date of those documents. Our business, financial condition, results of operations and prospects may have been incorporated herein in reliance on
the reportchanged since those dates.
____________________
TABLE OF CONTENTS
Page
Forward-Looking Statements	2
About Our Business	2
Recent Developments	3
Selling Security Holders	4
Description of Coopers & Lybrand L.L.P., independent accountants, given on the
authorityCapital Stock	5
Use of that firm as experts in auditing and accounting.
 
                                      17
Proceeds	8
Plan of Distribution	8
Legal Matters	10
Experts	10
Where You Can Find More Information	11
ENERGEN CORPORATION
3,043,479 Shares of
Common Stock
_________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
  The Registrant estimates thatOther Expenses of Issuance and Distribution.
We will pay all expenses incident to the expenses,offering and sale to the public of the shares being registered other than underwritingany commissions and discounts to be incurredof underwriters, dealers or agents and borne by itany transfer taxes. Such expenses are set forth in connection with
the proposed salefollowing table. All of the Common Stockamounts shown are estimates except for the Securities and DebtExchange Commission filing fee.
Filing fee - Securities will be as follows:
 

    Registration fee (not including registration fees previously
    paid)........................................................ $108,704.00
   *Listing fees.................................................   10,000.00
   *Rating Agency fees...........................................   60,000.00
   *Blue Sky expenses............................................    7,500.00
   *Transfer Agent's fees........................................    1,000.00
   *Fees of Trustee, including counsel and authentication fee....    7,500.00
   *Printing expenses............................................   20,000.00
   *Legal fees and expenses......................................  145,000.00
   *Accounting fees..............................................    8,000.00
   *Miscellaneous expenses.......................................   30,000.00
                                                                  -----------
     *Total expenses............................................. $397,704.00
                                                                  ===========

- --------
* Estimated
 
ITEMand Exchange Commission $	7,672
Legal fees and expenses 7,500
Accounting fees and expenses 500
Blue sky fees and expenses 3,500
Printing and engraving expenses 500
Miscellaneous	1,000
Total$ 20,672
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Indemnification of Directors and Officers.
(a)	Article XI of the Registrant's Restated Certificate of Incorporation of the registrant provides as follows:
 
  XI. Limitation of Liability:
 
    11.01 
A director of the Corporation shall not be liable to the Corporation or its shareholders for money damages for any action taken, or failure to take action, as a director, except for (i)(1) the amount of a financial benefit received by such director to which such director is not entitled; (ii) an intentional infliction of harm by such director on the Corporation or its shareholders; (iii) a violation of Section 10-2B-8.33 of the Code of Alabama of 1975 or any successor provision to such section; (iv) an intentional violation by such director of criminal law; or (v) a breach of such director's duty of loyalty to the Corporation or its shareholders. If the Alabama Business Corporation Act, or any successor statute thereto, is hereafter amended to authorize the further elimination or limitation of the liability of a director of a corporation, then the liability of a director of the Corporation, in addition to the limitations on liability provided herein, shall be limited to the fullest extent permittedper mitted by the Alabama Business Corporation Act, as amended, or any successor statute thereto. The limitation on liability of directors of the Corporation contained herein shall apply to liabilities arising out of acts or omissions occurring subsequent to the adoption of this Article XI and, except to the extent prohibited by law, to liabilities arising out of acts or omissions occurring prior to the adoption of this Article XI. Any repeal or modification of this Article XI by the shareholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the liability of a director of the Corporation existing at the time of such repeal or modification.
(b)	Section 2.06 of the Registrant's Bylaws of the registrant provides as follows:
2.06	Indemnification of Directors and Officers; Liability Insurance--
(a)	The Corporation does hereby indemnify any officer or director of the Corporation who was, or is, a party, or is threatened to be made a party, to any threatened, pending, or completed claim, action, or proceeding, whether civil, criminal, administrative, or investigative, including appeals, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a director, an officer, an employee, or an agent of the Corporation or is, or was, serving at the request of the Corporation as a director, officer partner, employee, or agent of another corporation, partnership, joint venture, trust, or other II-1
enterprise against expenses, including attorneys' fee, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding,procee ding, had no reasonablyreasonable cause to believe his conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he 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 reasonable cause to believe that his conduct was unlawful.
(b)	The Corporation does hereby indemnify any officer or director of the Corporation who was, or is, a party, or is threatened to be made a party, to any threatened, pending, or completed claim or action by, or in the right of, the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, an officer, an employee, or an agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligencenegl igence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
(c)	To the extent that a director or an officer of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in subsections (a) and (b) of this section or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith, notwithstanding that he has not been successful on any other claim, issue, or matter in any such action or proceeding.
(d)	Any indemnification under subsections (a) and (b) of this section, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made:
(i)	By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, or proceeding;
 
      (ii) 
If such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
(iii)	By the stockholders.
(e)	Expenses, including attorneys' fees, incurred in defending a civil or criminal claim, action, or proceeding may be paid by the Corporation in advance of the final disposition of such claim, action, or proceeding as authorized in the manner provided in subsection (d) of this section upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if, and to the extent that, it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this section.
(f)	The indemnification authorized by this section shall not be deemed exclusive of, and shall be in addition to, any other rights, whether created prior or subsequent to the enactment of this section, to which those indemnified may be entitled under any statute, rule of law, provision of articles of incorporation, by-law, agreement, or vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a director or an officer, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
 
                                     II-2
(g)	The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or an officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this section."
(c)	In addition to the foregoing provisions of the Bylawsrestated certificate of incorporation and bylaws of the Registrant,registrant, directors officers and controlling persons of the Registrantofficers may be indemnified by the Registrantregistrant pursuant to the provisions of Sections 10-2B-
8.50 to 10-2B-8.5810-2B-8.50et seq. of the Code of Alabama of 1975, as amended,(1975), which indemnity may be broader than that provided by the Registrant's Bylaws.
 
  (d) In addition,registrant's restated certificate of incorporation and bylaws.
Item 16. List of Exhibits.
*3(a)	-	Restated Certificate of Incorporation of Energen Corporation (composite, as amended February 2, 1998) which was filed as Exhibit 3(a) to Energen's Annual Report on Form 10-K for the Registrant maintains officers'year ended September 30, 1998 (File No. 1-7810).
*3(b)	-	Articles of Amendment to Restated Certificate of Incorporation of Energen, designating Series 1998 Junior Participating Preferred Stock (July 27, 1998) which was filed as Exhibit 4(b) to Energen's Post Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-00395).
*3(c)	-	Bylaws of Energen Corporation (as amended through July 22, 1998) which was filed as Exhibit 3(c) to Energen's Annual Report on Form 10-K for the year ended September 30, 1998 (File No. 1-7810).
*4(a)	-	Rights Agreement, dated as of July 27, 1998, between Energen Corporation and directors' liability
insurance.
 
ITEM 16. EXHIBITS
 

 EXHIBIT NO.                             DESCRIPTION
 -----------                             -----------
 
 1(a)        Form of Selling Agency Agreement.
 1(b)        Form of Common Stock Underwriting Agreement.
 *4(a)       Restated Conformed Certificate of Incorporation of the Registrant,
             as amended through February 3, 1995, which was filed as Exhibit
             3(f) to the Registrant's Annual Report on Form 10-K for the year
             ended September 30, 1995 (File No. 1-7810).
 *4(b)       Certificate of Adoption of Resolutions Designating Series A Junior
             Participating Preferred Stock, adopted June 27, 1988, which was
             filed as Exhibit 4(e) to the Registrant's Registration Statement
             on Form S-2 (Registration No. 33-25435).
 *4(c)       Bylaws of the Registrant, which were filed as Exhibit 4(e) to the
             Registrant's Registration Statement on Form S-8 (Registration No.
             33-14855).
 *4(d)       Rights Agreement, dated as of July 27, 1988, between Energen
             Corporation and AmSouth Bank N.A., Rights Agent, which was filed
             as Exhibit I to the Registrant's Registration Statement on Form 8-
             A (File No. 1-7810).
 *4(e)       Amendment of Rights Agreement, dated as of February 28, 1990,
             between Energen Corporation and AmSouth Bank N.A., Rights Agent,
             which was filed as Exhibit 2 to Registrant's Form 8 Amendment No.
             2 to its Registration Statement on Form 8-A (File No. 1-7810).
 *4(f)       Indenture, dated as of January 1, 1992, between the Registrant and
             Boatmen's Trust Company, Trustee, which was filed as Exhibit 4 to
             the Registrant's Registration Statement on Form S-3 (Registration
             No. 33-44936).
 *4(g)       Indenture, dated as of March 1, 1993, between the Registrant and
             Boatman's Trust Company, Trustee, which was filed as Exhibit 4 to
             the Registrant's Registration Statement on Form S-3 (Registration
             No. 33-25435).
 *4(h)       Indenture dated as of November 1, 1993, between Alabama Gas
             Corporation and NationsBank of Georgia, National Association,
             Trustee, which was filed as Exhibit 4(k) to Alabama Gas's
             Registration Statement on Form S-3 (Registration No. 33-70466).
 4(i)        Indenture between Energen Corporation and The Bank of New York, as
             Trustee, dated as of September 1, 1996, with respect to the Debt
             Securities.
 5           Opinion of Bradley Arant Rose & White LLP.
 12          Computation of Ratios of Earnings to Fixed Charges.
 23(a)       Consent of Bradley Arant Rose & White LLP (contained in their
             opinion filed as Exhibit 5 to this Registration Statement).
 23(b)       Consent of Coopers & Lybrand L.L.P.
 24          Power of attorney authorizing execution of registration statement
             on Form S-3 on behalf of certain directors of the Registrant.
 25          Statement of Eligibility and Qualification of the Trustee under
             the Trust Indenture Act of 1939 on Form T-1.
First Chicago Trust Company of New York, Rights Agent, which was filed as Exhibit 1 to Energen's Registration Statement on Form 8-A, dated July 10, 1998 (File No. 1-7810).
4(b)	-	--------
Form of Stockholders Agreement by and among Energen Corporation, Energen Resources Corporation and the selling security holders.
5	-	Opinion of Bradley Arant Rose & White LLP.
23(a)	-	Consent of PricewaterhouseCoopers LLP.
23(b)	-	The consent of Bradley Arant Rose & White LLP is contained in their opinion filed as Exhibit 5 to this registration statement.
24	-	Powers of Attorney.
*Incorporated by reference.
 
                                     II-3

 
ITEM.
Item 17. UNDERTAKINGS.
 
  (a)Undertakings.
A.	The undersigned registrantRegistrant 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)	Toto include any prospectus required by sectionSection 10(a)(3) of the Securities Act of 1933;
(ii)	Toto 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%20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii) Toto 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 the undertakings set forth in paragraphs (A)(1)(i) and and(A)(1)(ii) above do not apply if the registration statement is on Form S-
  3,S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrantRegistrant pursuant to sectionSection 13 or sectionSection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in thisthe registration statement.
(2)	That, for the purpose of determining any liability under the 1933 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 the time shall be deemed to be the initial bona fide offering thereof.
(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.
B.	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendmentfiling of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 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.
 
    (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.
 
  (b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
  (c)
C.	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described under Item 15 above, 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such labilitiesliabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of suchthe registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant 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 againstagai nst public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
                                     II-4

 
  (d) The undersigned Registrant hereby undertakes that, (1) for purposes
SIGNATURES
Pursuant to the requirements of
determining any liability under the Securities Act of 1933, the information
omitted fromregistrant certifies that it has reasonable grounds to believe that it meets all of the form of prospectus filed as a part ofrequirements for filing on Form S-3 and has duly caused this Registration
Statement in reliance upon rule 430A and contained in a form of prospectus
filed pursuant to Rules 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemedregistration statement to be a partsigned on its behalf by the undersigned, thereunto duly authorized, in the City of this Registration Statement atBirmingham, State of Alabama, on the time it was
declared effective,11 day of April, 2002.
ENERGEN CORPORATION
By:	*
Wm. Michael Warren, Jr.
Chairman and (2) forChief Executive Officer
Pursuant to the purposerequirements of determining any liability under the Securities Act of 1933, each post-effective amendment ifthis registration statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
*	Chairman of the Board, President	April 11, 2002
Wm. Michael Warren, Jr. and Chief Executive Officer
(Principal Executive Officer)
/s/ Geoffrey C. Ketcham	Executive Vice President,	April 11, 2002
Geoffrey C. Ketcham Treasurer and Chief
Financial Officer
(Principal Financial Officer)
*	Vice President and Controller	April 11, 2002
Grace B. Carr (Principal Accounting Officer)
*	Director	April 11, 2002
J. Mason Davis, Jr.
*	Director	April 11, 2002
Stephen D. Ban
*	Director	April 11, 2002
Julian W. Banton
*	Director	April 11, 2002
James S. M. French
*	Director	April 11, 2002
Rex J. Lysinger
*	Director	April 11, 2002
Judy M. Merritt
*	Director	April 11, 2002
Drayton Nabers, Jr.
*	Director	April 11, 2002
T. Michael Goodrich
*	Director	April 11, 2002
Wallace L. Luthy
*	Director	April 11, 2002
Stephen A. Snider
*By	/s/ Geoffrey C. Ketcham
Geoffrey C. Ketcham,
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit
Number
Description
Sequentially
Numbered
Page
*3(a) Restated Certificate of Incorporation of Energen Corporation (composite, as amended
February 2, 1998) which was filed as Exhibit 3(a) to Energen's Annual Report on Form
10-K for the year ended September 30, 1998 (File No. 1-7810)
*3(b) Articles of Amendment to Restated Certificate of Incorporation of Energen, designating
Series 1998 Junior Participating Preferred Stock (July 27, 1998) which was filed as
Exhibit 4(b) to Energen's Post Effective Amendment No. 1 to Registration Statement
on Form S-3 (Registration No. 333-00395)
*3(c) Bylaws of Energen Corporation (as amended through July 22, 1998) which was filed as
Exhibit 3(c) to Energen's Annual Report on Form 10-K for the year ended September 30,
1998 (File No. 1-7810)
*4(a) Rights Agreement, dated as of July 27, 1998, between Energen Corporation and First
Chicago Trust Company of New York, Rights Agent, which was filed as Exhibit 1
to Energen's Registration Statement on Form 8-A, dated July 10, 1998 (File No. 1-7810)
4(b) Form of Stockholders Agreement by and among Energen Corporation, Energen Resources
Corporation and the selling security holders 1
5 Opinion of Bradley Arant Rose & White LLP 5
23(a) Consent of PricewaterhouseCoopers LLP 6
23(b) The consent of Bradley Arant Rose & White LLP is contained in their opinion filed as
Exhibit 5 to this registration statement 6
24 Powers of Attorney 7
*Incorporated by reference.
EXHIBIT 4(b)
Stockholders' Agreement
Energen Corporation
Energen Resources Corporation
Gentlemen:
Energen Corporation ("Energen") is issuing certain shares (the "Shares") of its common stock, par value $0.01 per share ("Energen Common Stock"), to First Permian, L.L.C. ("Seller") as partial consideration for the purchase (the "Purchase") of certain mineral properties from Seller by Energen Resources Corporation ("Buyer") pursuant to the Agreement of Sale and Purchase dated ____________________, 2002 (the "Purchase Agreement"). The undersigned understands that containsthe issuance is being made pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and pursuant to exemptions from the registration and other requirements of applicable state securities laws. Seller has advised Buyer and Energen that it intends to distribute such shares to the undersigned, who represent that they are members of the Seller (collectively, the "Members"). In order to induce Buyer and Energen to consummate the Purchase, the Members have executed and delivered this agreement to Buyer and Energen.
1.Representations, Warranties and Covenants of the Undersigned. Each of the undersigned makes the representations and warranties contained in this Section 1. Each of the undersigned hereby represents, warrants and covenants to Buyer and Energen as follows:
a.	The undersigned will hold the Shares for the undersigned's own account for investment purposes only, and not with a formview to, or for resale in connection with, any distribution other than in compliance with the registration requirements under the Securities Act or the securities laws of any state or pursuant to an exemption therefrom.
b.	The undersigned understands that (A) the Shares (1) have not been registered under the Securities Act or any state securities laws, (2) will be issued in reliance upon an exemption from the registration and prospectus shalldelivery requirements of the Securities Act and state securities laws for an offer and sale of securities not involving a public offering which relate to private Purchases and (3) may not be sold, transferred or otherwise disposed of without satisfaction of certain conditions, including registration under, or the availability of an exemption from registration under, the Securities Act and applicable state securities laws, and (B) the undersigned must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. The undersigned further understands that such exemptions depend upon, among other things, the nature of the inves tment intent of the undersigned expressed herein.
c.	The undersigned has been furnished by Buyer and Energen all information (or provided access to all information) regarding the business and financial condition of Energen, the attributes of the Shares and the merits and risks of an investment in the Shares which the undersigned has requested to evaluate an investment in the Shares. Specifically, the undersigned acknowledges that the undersigned has had an opportunity to review Energen's Annual Report on Form 10-K for the year ended September 30, 2001 and Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 and the other SEC Documents (as defined in the Purchase Agreement).
d.	The undersigned is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Act, and the undersigned, or those persons retained by the undersigned, have knowledge, skill and experience in financial, business and investment matters relating to an investment of the same nature as the Shares and are capable of evaluating the merits and risks of such investment and protecting the undersigned in connection with the Purchase and an investment in the Shares. The undersigned has, to the extent deemed necessary by the undersigned, retained, at the undersigned's own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of an investment in the Shares. The undersigned has examined the SEC Documents, or caused the same to be a new registration statement relatingexamined, by the undersigned's representatives to the Securities offered therein,extent the undersigned deems necessary or appropriate. The undersigned has not received any legal, business, tax or other advice from Energen , its counsel or other representatives.
e.	The undersigned acknowledges that (i) it has been called to the undersigned's attention that the undersigned's investment in the Shares involves risk and (ii) the undersigned understands that the Shares to be issued in the Purchase will be an illiquid investment, subject to any future registration pursuant to the Purchase Agreement.
f.	No person or entity, other than Energen, has been authorized to give any information or to make any representations on behalf of Energen in connection with the Purchase, and if given or made, such information or representations have not been relied upon by the undersigned as having been made or authorized by Energen. The only representations, warranties and information made by Energen in connection with the Purchase are those contained in the Purchase Agreement and the offeringSEC Documents.
g.	Energen has provided the undersigned the opportunity to ask questions of, such securities atand receive answers from, Energen and Buyer concerning the Purchase and the Shares and to obtain any appropriate additional information necessary to the investment decision being made by the undersigned in connection with the Purchase and the Shares.
h.	The undersigned acknowledges that time shall be deemed to be the initial bona fide offering thereof.
 
                                     II-5

 
                                  SIGNATURES
 
  PURSUANTundersigned has been advised that:
IN MAKING AN INVESTMENT DECISION REGARDING THE SHARES THE UNDERSIGNED MUST RELY ON HIS, HER OR ITS OWN EXAMINATION OF ENERGEN AND THE TERMS OF THE PURCHASE, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
THE SHARES ARE SUBJECT TO THE REQUIREMENTS OFRESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED, UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDSSECURITIES ARE ALSO SUBJECT TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILINGADDITIONAL RESTRICTIONS ON FORM S-3 AND HAS DULY CAUSEDTRANSFERABILITY SET FORTH IN THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, AGREEMENT.
The foregoing representations and warranties and undertakings are made by and on behalf of the undersigned with the intent that they be relied upon by Buyer and Energen in determining the undersigned's suitability as an investor. The undersigned hereby agrees that such representations and warranties shall survive its purchase of the Shares.
2.Restrictions on Transfer of Shares.The Members agree that they will only transfer, in the aggregate, up to 25,000 Shares on any trading day, and up to an additional 100,000 Shares in block trades of at least 5,000 Shares on any trading day, but in no event more than 1,000,000 Shares in any calendar month. The Members acknowledge that Energen's transfer agent will be instructed not to effect any transfers of Shares in violation of this Section 2 and that the Members will be responsible for allocating among themselves the ability to transfer Shares provided in this Section 2. The number of Shares shall be appropriately adjusted in the event of any split, subdivision, exchange or replacement of the Shares.
3.Adoption of Purchase Agreement Provisions. The Members hereby accept and agree to be bound by Section 18 of the Purchase Agreement.
4.Miscellaneous.
a.	This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, notwithstanding principles of conflicts of laws.
b.	This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and may be amended only by a writing executed by all parties hereto.
c.	This Agreement and the representations and warranties contained herein shall be binding upon the heirs, executors, legal representatives, administrators, successors and permitted assigns of the undersigned.
IN THE CITY OF BIRMINGHAM, STATE OF ALABAMA, ON DECEMBER 23, 1997.WITNESS WHEREOF, the Members have executed this Stockholders' Agreement as of the _____ day of ___________________, 2002.
[LIST MEMBERS]
Signature of Member:
Printed Name of Member:
Address of Member:
Accepted and Agreed to this _____ day of ________________, 2002:
ENERGEN CORPORATION
By: ____________________________________
Name: __________________________________
Title: ___________________________________
ENERGEN RESOURCES CORPORATION
By: _____________________________________
Name: ___________________________________
Title: ____________________________________
EXHIBIT 5
April 11, 2002
Board of Directors
Energen Corporation
605 Richard Arrington Jr. Blvd. North
Birmingham, Alabama 35203-2707
Ladies and Gentlemen:
In our capacity as counsel for Energen Corporation, /s/an Alabama corporation (the "Company"), we have examined the Registration Statement on Form S-3 (the "Registration Statement"), in form as proposed to be filed by the Company with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, relating to the registration by the Company of 3,043,479 shares of Company common stock, par value $.01 per share (the "Common Stock"), pursuant to that certain Agreement of Sale and Purchase between First Permian, L.L.C. and Energen Resources Corporation, dated March 7, 2002 (the "Purchase Agreement"). In this connection, we have examined such records, documents and proceedings as we have deemed relevant and necessary as a basis for the opinions expressed herein.
Based upon the foregoing, we are of the opinion that:
1.	The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Alabama; and
2.	The shares of Common Stock of the Company to be offered under the Registration Statement have been duly authorized and are legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the above-referenced Registration Statement. In addition, we hereby consent to the inclusion of the statements made in reference to this firm under the heading "Legal Matters" in the prospectus, which is a part of the Registration Statement.
Very truly yours,
/s/ Bradley Arant Rose & White LLP
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated October 23, 2001, except for Note 18, as to which the date is December 5, 2001, relating to the consolidated financial statements and financial statement schedule, which appears in Energen Corporation? s Annual Report on Form 10-K for the year ended September 30, 2001. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Birmingham, Alabama
April 11, 2002
EXHIBIT 24
POWER OF ATTORNEY
(First Permian Acquisition)
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and/or directors of Energen Corporation, whose signatures appear below, hereby constitutes and appoints Wm. Michael Warren, Jr. and Geoffrey C. Ketcham, By: _________________________________
                                                    GEOFFREY C. KETCHAM
                                               ITS EXECUTIVE VICE PRESIDENT,
                                                       TREASURER AND
                                                  CHIEF FINANCIAL OFFICER
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
 
              SIGNATURE                        TITLE                 DATE
 
                  *                    Director                  December 23,
- -------------------------------------                                1997
           and each of them, 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 a registration statement of Energen Corporation on Form S-3 relating to the registration of shares of common stock proposed to be issued pursuant to the Agreement of Sale and Purchase between First Permian, L.L.C. and Energen Resources Corporation, dated March 7, 2002, including all amendments and post-effective amendments to such registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and with any state securities commission, granting unto said attorne ys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Dated as of the 6th day of March, 2002.
/s/ Stephan D. Ban/s/ Julian W. Banton
STEPHEN D. BAN *- Director                  December 23,
- -------------------------------------                                1997 JULIAN W. BANTON *- Director                  December 23,
- -------------------------------------                                1997
             R. D. CASH
 
                  *                    Director                  December 23,
- -------------------------------------                                1997
         
/s/ J.Mason Davis, Jr./s/ James S. M. French
J. MASON DAVIS, JR. *- Director December 23,JAMES S.M. FRENCH - -------------------------------------                                1997
         JAMES S. M. FRENCH
 
       /s/ Geoffrey C. Ketcham         Executive Vice            December 23,Director
/s/ T. Michael Goodrich/s/ Wallace L. Luthy
T. MICHAEL GOODRICH - -------------------------------------   President,                   1997
         GEOFFREY C. KETCHAM            Treasurer and Chief
                                        Financial Officer
                                        (Principal
                                        Accounting Officer)
 
                  *
                                                                 December 23,
- -------------------------------------                                1997Director WALLACE L. LUTHY *                    Chairman of the           December 23,
- -------------------------------------   Board and Director           1997
           
/s/ Rex J. Lysinger/s/ Judy M. Merritt
REX J. LYSINGER II-6

 
              SIGNATURE                         TITLE                DATE
 
                  *- Director                 December 23,
- -------------------------------------                                1997 JUDY M. MERRITT *- Director                 December 23,
- -------------------------------------                                1997
         
/s/ Drayton Nabers, Jr./s/ Stephen A. Snider
DRAYTON NABERS, JR. *- Director December 23,STEPHEN A. SNIDER - -------------------------------------                                1997
          GEORGE S. SHIRLEY
 
                  *                     President, Chief         December 23,
- -------------------------------------    Executive Officer           1997
       Director
/s/ Wm. Michael Warren, Jr./s/ G. C. Ketcham
WM. MICHAEL WARREN, JR. and Director
 
       /s/ Geoffrey C. Ketcham
  *By:_______________________________                            December 23,
        GEOFFREYG. C. KETCHAM 1997
          ATTORNEY-IN-FACT
 
                                      II-7

 
           REGISTRATION STATEMENT ON FORM S-3 OF ENERGEN CORPORATION
 
                               ----------------
 
                               INDEX OF EXHIBITS
 

 EXHIBIT
 NUMBER                                DESCRIPTION
 -------                               -----------
 
   1(a)  Form of Selling Agency Agreement.
   1(b)  Form of Common Stock Underwriting Agreement.
  *4(a)  Restated Conformed Certificate of Incorporation of the Registrant, as
         amended through February 3, 1995, which was filed as Exhibit 3(f) to
         the Registrant's Annual Report on Form 10-K for the year ended
         September 30, 1995 (File No. 1-7810).
  *4(b)  Certificate of Adoption of Resolutions Designating Series A Junior
         Participating Preferred Stock, adopted June 27, 1988, which was filed
         as Exhibit 4(e) to the Registrant's Registration Statement on Form S-2
         (Registration No. 33-25435).
  *4(c)  Bylaws of the Registrant, which were filed as Exhibit 4(e) to the
         Registrant's Registration Statement on Form S-8 (Registration No. 33-
         14855).
  *4(d)  Rights Agreement, dated as of July 27, 1988, between Energen
         Corporation and AmSouth Bank N.A., Rights Agent, which was filed as
         Exhibit I to the Registrant's Registration Statement on Form 8-A (File
         No. 1-7810).
  *4(e)  Amendment of Rights Agreement, dated as of February 28, 1990, between
         Energen Corporation and AmSouth Bank N.A., Rights Agent, which was
         filed as Exhibit 2 to Registrant's Form 8 Amendment No. 2 to its
         Registration Statement on Form 8-A (File No. 1-7810).
  *4(f)  Indenture, dated as of January 1, 1992, between the Registrant and
         Boatmen's Trust Company, Trustee, which was filed as Exhibit 4 to the
         Registrant's Registration Statement on Form S-3 (Registration No. 33-
         44936).
  *4(g)  Indenture, dated as of March 1, 1993, between the Registrant and
         Boatman's Trust Company, Trustee, which was filed as Exhibit 4 to the
         Registrant's Registration Statement on Form S-3 (Registration No. 33-
         25435).
  *4(h)  Indenture dated as of November 1, 1993, between Alabama Gas
         Corporation and NationsBank of Georgia, National Association, Trustee,
         which was filed as Exhibit 4(k) to Alabama Gas's Registration
         Statement on Form S-3 (Registration No. 33-70466).
   4(i)  Indenture between Energen Corporation and The Bank of New York, as
         Trustee, dated as of September 1, 1996, with respect to the Debt
         Securities.
   5     Opinion of Bradley Arant Rose & White LLP.
  12     Computation of Ratios of Earnings to Fixed Charges.
  23(a)  Consent of Bradley Arant Rose & White LLP (contained in their opinion
         filed as Exhibit 5 to this Registration Statement).
  23(b)  Consent of Coopers & Lybrand L.L.P.
  24     Power of attorney authorizing execution of registration statement on
         Form S-3 on behalf of certain directors of the Registrant.
  25     Statement of Eligibility and Qualification of the Trustee under the
         Trust Indenture Act of 1939 on Form T-1.
- --------
* Incorporated by reference.