ENERGEN CORP, S-3, 1996-01-24

ENERGEN CORP
S-3, 1996-01-24
NATURAL GAS DISTRIBUTION

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As filed with the Securities and Exchange Commission on January 24, 1996.
Registration No. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
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)
<TABLE>
<S> <C> <C>
ALABAMA 63-0757759
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2101 SIXTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(205) 326-2700
</TABLE>
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

_________________________

J. DAVID WOODRUFF
ENERGEN CORPORATION
2101 SIXTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(205) 326-2700

(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a copy to:

JOHN K. MOLEN
BRADLEY, ARANT, ROSE & WHITE
2001 PARK PLACE, SUITE 1400
BIRMINGHAM, ALABAMA 35203
(205) 521-8000
_________________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
[ ] __________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ] __________

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of shares Amount to be offering price aggregate offering registration
to be registered registered per unit price fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share . . . . . . . . 750,000 Shares $24.6250* $18,468,750 $6,368.53
==========================================================================================================================
</TABLE>
* Estimated solely for purposes of determining the amount of the registration
fee, in accordance with Rule 457(c) on the basis of the average of the high
and low prices of the Common Stock on the consolidated reporting system on
January 19, 1996.

<PAGE> 2
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT 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 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.

================================================================================
<PAGE> 3

PROSPECTUS

ENERGEN CORPORATION
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN

The Dividend Reinvestment and Direct Stock Purchase Plan (the
"Plan") of Energen Corporation ("Energen") provides investors with a convenient
method of purchasing Common Stock of Energen (the "Common Stock") without
payment of any brokerage commission or service charge.

Under the terms of the Plan, an investor may:

- Become a shareholder of Energen by making an initial cash
investment in Common Stock of not less than $100 and not more
than $100,000;

- Automatically reinvest in additional shares of Common Stock
cash dividends paid on all or any designated portion of the
investor's certificated shares of Common Stock and all cash
dividends paid on shares held by the Administrator or its
nominee for the investor's account;

- Make optional cash investments in additional shares of Common
Stock by check, money order, wire transfer, or, in the case of
regular monthly investments, automatic bank draft of not less
than $25 per investment and not more than an aggregate of
$100,000 in such investments per calendar year; and

- Deposit Common Stock certificates already registered in the
investor's name with the Plan's Administrator for safekeeping,
provided all cash dividends paid with respect to the shares
represented by such certificates are reinvested.

The option to make optional cash investments is not available to beneficial
owners of Common Stock who participate in the Plan through a broker or nominee
in whose name such shares are registered, unless the beneficial owner causes
the transfer of one or more of such shares to his name. (See Question 7.)

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investments will be the average of the high and low sales prices for the Common
Stock, as reported in the principal consolidated transaction reporting system
for securities listed on the New York Stock Exchange, Inc., for the first day
of the calendar month following the month in which the investment is timely
received by the Administrator (see Questions 11 and 17) on which trading in
shares of Common Stock occurs on the New York Stock Exchange, Inc. The
purchase price of shares of Common Stock acquired for participants in the open
market, either through initial cash investments, reinvestment of dividends or
optional cash investments, will be the weighted average of the prices paid for
all shares acquired for all participants in the Plan during the period
beginning on the first day of the applicable investment period and ending on
the last day of such period.

All dividends on shares credited to a participant's account
under the Plan will be automatically applied to the purchase of additional
shares of Common Stock.

The Prospectus relates to 750,000 shares of Common Stock of
Energen registered for sale under the Plan and includes shares of Common Stock
purchased in open market transactions as well as shares of Common Stock
purchased directly from Energen. It is suggested that the Prospectus be
retained for future reference.

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 _______, 1996

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AVAILABLE INFORMATION

Energen Corporation ("Energen") is subject to the information
requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and
in accordance therewith, files reports and other information with the
Securities and Exchange Commission ("Commission"). Information, as of
particular dates, concerning directors and officers, their remuneration, the
principal holders of securities of Energen and any material interest of such
persons in transactions with Energen is disclosed in proxy statements
distributed to the shareholders of Energen and filed with the Commission.
These proxy statements and other information 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. In addition, such reports, proxy statements and other information
concerning Energen can be inspected and copied at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

The Prospectus does not contain all the information set forth
in the registration statement (including exhibits thereto) which Energen has
filed with the Commission under the Securities Act of 1933 (the "1933 Act").
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.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by Energen with the Commission
are incorporated by reference in the Prospectus:

(a) Energen's annual report on Form 10-K for the year ended September 30,
1995 filed pursuant to Section 13(a) of the Exchange Act;

(b) The description of Energen's Common Stock (and the associated Rights
to Purchase Series A Junior Participating Preferred Stock) appearing
in Energen's registration statement on Form S-3 (Registration No.
33-70464) filed pursuant to the 1933 Act on October 18, 1993, as
amended; and

(c) The description of Energen's Rights Agreement dated July 27, 1988
filed as an exhibit to Energen's Registration Statement on Form 8-A,
as amended by Energen's Amendment of Rights Agreement filed as an
Exhibit to Energen's Form 8 Amendment No. 2 (File No. 1-7810).

All documents subsequently filed by Energen pursuant to
Sections 13, 14 or 15(d) of the Exchange Act, prior to the termination of the
offering of the Common Stock

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pursuant to the Prospectus, shall be deemed to be incorporated by reference in
the Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated by reference
herein or contained herein shall be deemed to be modified or superseded to the
extent that a statement herein or in a document subsequently incorporated by
reference herein shall modify or supersede 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.

Energen will provide without charge to each person 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 the 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 Energen
Corporation, Investor Relations Department, 2101 Sixth Avenue North,
Birmingham, Alabama 35203 (telephone number (800)654-3206 or (205)326-2643).

ENERGEN CORPORATION

Energen is a diversified energy holding company primarily
engaged in the distribution of natural gas and the acquisition, exploration and
production of oil and natural gas. Its executive offices are located at 2101
Sixth Avenue North, Birmingham, Alabama 35203 (telephone number (205)326-2700).

USE OF PROCEEDS

To the extent that purchases of Common Stock pursuant to the
Plan are made directly from Energen, the proceeds from such sales will be
available for use by Energen for general corporate purposes.

DESCRIPTION OF THE PLAN

The Plan involves the purchase of shares of Common Stock
either directly from Energen or in open market transactions. The Plan, which
became effective in 1984, was amended in 1991 to authorize an additional
200,000 shares of Common Stock and to authorize purchases of shares to be made
either directly from Energen, as done prior to such amendment or, beginning
September 1, 1991, in the open market (See Question 4). The Plan was further
amended in 1996 (the "1996 Amendment") to authorize an additional 750,000
shares of Common Stock and to permit interested investors not presently owning
shares of Common Stock to become participants in the Plan by making an initial
cash investment for the purchase of Common Stock of not less than $100 and not
more than $100,000. Shareholders of Energen who were participating in the Plan
prior to the 1996 Amendment will be deemed to have elected to continue to
participate in the Plan in the same manner and to the same extent as such
persons participated in the Plan prior to such

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amendment unless such shareholders elect to withdraw from the Plan by following
the instructions appearing in Question 35 or elect to change the options
previously selected by such shareholders by following the instructions in
Question 9.

The following questions and answers constitute the provisions of the Plan.

PURPOSE

1. What is the purpose of the Plan?

The Plan provides shareholders and non-shareholders of Energen
with a simple and convenient way to purchase shares of Energen Common Stock and
to re-invest their cash dividends on Common Stock in additional shares of
Energen Common Stock. (See Questions 10, 13 and 16.) To the extent the
Administrator of the Plan (as hereinafter defined), subject to the provisions
of the Plan and at the direction of Energen, may purchase shares of Common
Stock directly from Energen, the Plan will provide Energen with additional
funds for general corporate purposes.

ADVANTAGES

2. What are the advantages of the Plan?

(a) Interested investors, not already shareholders of
record of Energen Common Stock, may become participants in the Plan by making
an initial cash investment of not less than $100 and not more than $100,000.

(b) Record holders of Common Stock not already
participants in the Plan may become participants by electing to have dividend
payments on all or a designated portion of their Common Stock reinvested in
additional shares of Common Stock, depositing certificates representing Common
Stock into the Plan for safekeeping, or making optional cash investments of not
less than $25 for any single investment and not more than an aggregate of
$100,000 in such investments per calendar year to purchase additional shares of
Common Stock through the Plan.

(c) In addition to having their dividend payments on
Common Stock reinvested in additional shares of Common Stock, participants may
invest additional funds in Common Stock through optional cash investments of
not less than $25 for any single investment and not more than an aggregate of
$100,000 in such investments per calendar year. Optional cash investments may
be made by check, money order, or wire transfer; optional cash investments also
may be made on a regular monthly basis through automatic bank draft.

(d) No commission or service charge is paid by initial
investors or participants in connection with purchases under the Plan.

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(e) Full investment of funds is possible under the Plan
because the Plan permits fractions of shares of Common Stock, as well as whole
shares, to be credited to participants' accounts. In addition, dividends in
respect of such fractions, as well as in respect of whole shares, will be
credited to participants' accounts and reinvested in shares of Common Stock
under the Plan.

(f) Safekeeping of shares of Common Stock credited to the
account of a participant who is a holder of record of such Common Stock is
enhanced since certificates for such shares are not issued to a participant
unless the participant requests the Administrator of the Plan (as hereinafter
defined) to do so. (See Question 33.) Certificates for participants who
participate in the Plan through a broker or nominee are issued to such broker
or nominee or their representative.

(g) Regular quarterly statements of account will provide
participants with a record of each transaction completed during the year to
date, total shares of Common Stock credited to the participant's account, and
other information related to his account.

DISADVANTAGES

3. What are the disadvantages of the Plan?

(a) Participants bear the market risk associated with
fluctuations in the price of the Common Stock.

(b) A participant has no control over the price and, in
the case of shares of Common Stock purchased in the open market for the benefit
of the participant's account, the time at which Common Stock is purchased for
his account. Sales by participants under the Plan may be made for the benefit
of the participant's account at any time within five business days after
receipt by the Administrator (as hereinafter defined) of a sales request.

(d) If Common Stock is being purchased pursuant to the
Plan in open market transactions, optional and initial cash investments must be
received by the Administrator at least five business days prior to the first
day of any investment period in order to be invested during that investment
period. If Common Stock is being purchased pursuant to the Plan directly from
Energen, optional and initial cash investments must be received by the
Administrator at least five business days before the first day of any calendar
month in order to be invested during that month. Investments received less
than five business days before the first day of any investment period or
calendar month, as applicable, that are unable to be invested during such
investment period or calendar month will be returned to the investor.

COMMON STOCK SOURCES

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4. What will be the source or sources of Common Stock purchased under the
Plan?

Shares of Common Stock may be purchased by the Administrator
(as hereinafter defined) directly from Energen or in open market transactions
by a broker designated by the Administrator. Unless Energen advises the
Administrator in writing that it desires the Administrator to purchase a
specified number of shares of Common Stock in the open market, all shares of
Common Stock will be purchased directly from Energen. Any brokerage
commissions with respect to open market purchases will be paid by Energen.

ADMINISTRATION

5. Who administers the Plan?

Harris Trust and Savings Bank, or such other person (who may
be an employee of Energen), bank, trust company or other entity (including
Energen) as Energen may from time to time designate as agent for the
participating shareholders (the "Administrator"), administers the Plan for
participants, keeps a continuing record of their accounts, sends quarterly
statements of account to participants, and performs other duties relating to
the Plan. Shares of Common Stock purchased under the Plan will be registered
in the name of a nominee of the Administrator as agent for participants in the
Plan, except that shares of Common Stock purchased under the Plan on behalf of
participants who participate in the Plan through brokers or nominees will be
issued to such brokers or nominees or their representatives. Should Harris
Trust and Savings Bank resign, another person will be selected by Energen to
serve as Administrator under the Plan. All communications regarding the Plan
should be directed to the Administrator. Interested investors and participants
may contact the Administrator by writing:

Harris Trust and Savings Bank
Dividend Reinvestment Department
Post Office Box A-3309
Chicago, Illinois 60690-9939

Be sure to mention Energen in all correspondence.

PARTICIPATION

6. Who is eligible to participate in the Plan?

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Any person or entity, whether or not a holder of record of
shares of Common Stock, is eligible to participate in the Plan, provided that:
(i) Such person or entity fulfills the prerequisites for participation
described in Questions 7 and 8; (ii) in the case of citizens or residents of a
country other than the United States, its territories, and possessions,
participation would not violate local laws applicable to Energen or the
participant; and (iii) beneficial owners of shares of Common Stock whose shares
are registered in the name of a broker or nominee may participate subject to
the information regarding beneficial owners set forth in Questions 7 and 16.

7. May beneficial owners of Common Stock participate in the Plan?

In order to participate in the Plan, beneficial owners of
Common Stock of Energen whose shares are registered in the name of brokers or
nominees either must become holders of record by having such shares transferred
into their own names or must make appropriate arrangements with their brokers
or nominees to participate in the Plan on behalf of such beneficial owners. In
general, if such arrangements are made, a broker or nominee holding shares of
Common Stock on behalf of a beneficial owner may participate in and make
elections under the Plan with respect to such shares on behalf of such
beneficial owner in the same manner as a shareholder of record could (and
subject to the same limitations and conditions that would apply), except that
(i) the option to make optional cash investments under the Plan, absent a
transfer of one or more shares of Common Stock of Energen to the name of such
beneficial owner, is not available to such beneficial owner (see Question 16)
and (ii) the certificates representing shares of Common Stock of Energen
purchased pursuant to the Plan are issued to such broker or nominee (or their
representatives). Any fees charged by a broker or nominee in connection with
such arrangements, however, shall be paid by the participant.

All nominees or brokers who have any questions respecting
participation in the Plan by their customers should contact the Dividend
Reinvestment Department, Harris Trust and Savings Bank, Post Office Box A-3309,
Chicago, Illinois 60690-9939, at (800)445-4802.

8. How does an interested investor become a participant?

An interested investor who is not already a shareholder of
record of Energen may join the Plan at any time by selecting the initial cash
investment option and any desired additional methods of participation in the
Plan, completing the Authorization Form, and returning it with a cash payment
for the initial investment to the Administrator. A shareholder of record of
Energen may join the Plan at any time by selecting one or more methods of
participation in the Plan, completing the Authorization Form, and returning it
together with any optional cash investment to the Administrator. An
Authorization Form may be obtained by non-shareholders and shareholders of
record by contacting the Administrator at the following address:

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Harris Trust and Savings Bank
Dividend Reinvestment Department
Post Office Box A-3309
Chicago, Illinois 60690-9939

To obtain an Authorization Form or supplemental forms only,
investors and participants also may telephone toll-free (800)286-9178
between 8 a.m. and 5 p.m., Monday through Friday, Eastern Time. To speak with
a representative of the Administrator regarding the Plan, investors and
participants may telephone toll-free (800)445-4802 between 8 a.m. and 5 p.m.,
Monday through Friday, Central Time. Information regarding Plan participation
also may be obtained by contacting Energen directly at Energen Corporation,
Investor Relations Department, 2101 Sixth Avenue North, Birmingham, Alabama
35203 (telephone number (800)654-3206 or (205)326-2643).

A beneficial owner of Common Stock of Energen whose shares are
registered in the name of a broker or nominee may join the Plan by becoming a
record holder of such shares and following the instructions set forth above, or
such beneficial owner may join the Plan by making appropriate arrangements with
such broker or nominee in accordance with Question 7.

If a completed Authorization Form initiating participation in
the Plan's dividend reinvestment feature is received by the Administrator on or
before the record date for the next dividend, or if a broker or nominee of a
beneficial owner of Common Stock of Energen appropriately advises the
Administrator of such beneficial owner's participation in the Plan's dividend
reinvestment feature on or before the record date for the next dividend, that
dividend will be reinvested in shares of Common Stock for the participant. If
such an Authorization Form or such appropriate advice from a broker or nominee
of a beneficial owner of Common Stock of Energen is received by the
Administrator after the record date, that dividend will be paid in cash to the
shareholder or the shareholder's broker or nominee and dividend investment
under the Plan will begin with the next dividend.

9. How may a participant change his method of participation in the Plan?

A participant may change his method of participation in the
Plan at any time by signing a new Authorization Form and returning it to the
Administrator or, if a participant's shares of Common Stock of Energen are held
of record by a broker or nominee, by making appropriate arrangements with such
broker or nominee to instruct the Administrator of such change. To allow
sufficient time for processing, any change in participation with respect to
reinvestment of dividends must be received by the Administrator at least
twenty-five (25) days prior to the payment date in order for such dividends to
be effective on such payment date, and any change with respect to optional cash
purchases must be received by the Administrator at least five business days
prior to the beginning of any investment period, if Common Stock is being
purchased pursuant to the Plan in open market transactions, or at least five
business days prior to the first trading day of any calendar month, if Common
Stock is being purchased pursuant to the Plan directly from Energen.

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INITIAL CASH INVESTMENTS

10. How do initial cash investments work?

Interested investors not already record or registered
shareholders of Common Stock of Energen may become participants in the Plan by
making an initial purchase of Common Stock of not less than $100 and not more
than $100,000.

An investor's initial cash investment should be accompanied by
a completed Authorization Form selecting the investor's method or methods of
participation in the Plan. Initial cash investments may be made by personal
check, money order, or wire transfer sent to the Administrator, made payable to
the Energen Dividend Reinvestment and Direct Stock Purchase Plan. Do not send
cash. Investors seeking to make wire transfers should contact the
Administrator for wire instructions and may be charged fees by the commercial
bank initiating the transfer. All such payments must be in United States
dollars.

11. When will initial cash investments received by the Administrator be
invested?

With respect to purchases to be made directly from Energen,
initial cash investments received by the Administrator at least five business
days prior to the first day of any calendar month will be invested as of the
first day of that calendar month on which trading in Energen Common Stock
occurs on the New York Stock Exchange. Investments received less than five
business days before the first day of any calendar month that are unable to be
invested during such calendar month will be returned to the investor.

With respect to purchases to be made in the open market,
initial cash investments received by the Administrator at least five business
days prior to the first day of any investment period will be invested during
that investment period. Investments received less than five business days
before the first day of any investment period that are unable to be invested
during such investment period will be returned to the investor. Purchases in
the open market during each investment period will be made at times selected by
the Administrator or any registered broker-dealer appointed by the
Administrator to make such purchases.

No interest will be paid on initial cash investments received
by the Administrator but not yet invested by the Administrator.

12. May a participant withdraw initial cash investments?

A participant may withdraw an initial cash investment that has
not been invested by the Administrator by sending written notice to such effect
to the Administrator. For such withdrawal to be effective, such written notice
must be received by the Administrator at least five business days prior to the
first day of any investment period, if Common Stock is being purchased pursuant
to the Plan in open market transactions, or at least five business days prior
to the first trading day of any calendar month, if Common Stock is being
purchased pursuant to the Plan directly from Energen.

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DIVIDEND REINVESTMENT

13. How does dividend reinvestment work?

If a shareholder of record or a broker or nominee acting on
behalf of a beneficial owner of Common Stock of Energen has elected to reinvest
cash dividends with respect to all or a portion of the shares of Common Stock
of Energen held by such person, Energen will send those dividends to the
Administrator (instead of to the shareholder or to the beneficial owner's
broker or nominee). The Administrator then will invest the dollar amount of
the dividends in Common Stock of Energen for the participant's account.

14. When will dividends be reinvested?

Dividends on Common Stock are normally paid on or about the
first business day of March, June, September and December of each year. With
respect to purchases to be made directly from Energen, dividends will be
reinvested effective as of the dividend payment date (or the next day on which
Energen Common Stock trades on the New York Stock Exchange if no such trading
occurs on the dividend payment date). With respect to purchases to be made in
the open market, dividends will be reinvested by purchases at times selected by
the Administrator or any registered broker-dealer appointed by the
Administrator to make such purchases during the thirty (30) calendar days
commencing with the dividend payment date.

15. May a participant reinvest dividends on fewer than all shares of
Common Stock in a single account?

Yes. A participant may elect partial reinvestment of cash
dividends by designating such election on his Authorization Form. The
participant also must designate the whole number of shares for which
reinvestment is desired. That portion of a cash dividend not designated for
reinvestment will be sent to the participant in the usual manner or by direct
deposit. (See Question 27.)

Regardless of the method of participation, all cash dividends
paid respecting shares of Common Stock held by the Administrator or its nominee
for the accounts of participants under the Plan, including shares deposited
with the Administrator for safekeeping (see Question 20), are automatically
reinvested in additional shares of Common Stock of Energen.

OPTIONAL CASH INVESTMENTS

16. How do optional cash investments work?

The option to make cash investments is available to all
participants and other shareholders of record of Common Stock of Energen, but
such option is not available to beneficial owners of shares of Common Stock of
Energen who participate in the Plan through brokers or nominees who hold of
record such owners' shares of Common Stock. However,

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such beneficial owners may become shareholders of record by having one or more
of their shares transferred into their name and thereafter will be entitled to
make optional cash investments in accordance with the Plan. (See Question 7.)

Optional cash investments may be made by personal check, money
order or wire transfer sent to the Administrator, made payable to the Energen
Dividend Reinvestment and Direct Stock Purchase Plan. Do not send cash.
Investors seeking to make wire transfers should contact the Administrator for
wire instructions and may be charged fees by the commercial bank initiating the
transfer. Optional cash investments may not be less than $25 for any single
investment and not more than an aggregate of $100,000 for all such investments
per calendar year, and all such payments must be in United States dollars. The
same amount of money need not be sent on a monthly basis by a participant, and
there is no obligation to make an optional cash investment on any regular
basis, monthly or otherwise. However, an automatic monthly investment feature
is available. (See Question 19.)

A shareholder of record seeking to enroll in the Plan may make
an optional cash investment when enrolling by enclosing with the Authorization
Form a check payable to Energen Dividend Reinvestment and Direct Stock Purchase
Plan.

Every optional cash investment taking place after enrollment
in the Plan and not occurring through a wire transfer should be accompanied by
a cash investment form. Cash investment forms are reproduced on the
participant's quarterly statements of account and may also be obtained from the
Administrator.

17. When will optional cash investments received by the Administrator be
invested?

With respect to purchases to be made directly from Energen,
optional cash investments received by the Administrator at least five business
days prior to the first day of any calendar month will be invested as of the
first day of that calendar month on which trading in Energen Common Stock
occurs on the New York Stock Exchange. Investments received less than five
business days before the first day of any calendar month that are unable to be
invested during such calendar month will be returned to the investor.

With respect to purchases to be made in the open market,
optional cash investments received by the Administrator at least five business
days prior to the first day of any investment period will be invested during
that investment period. Investments received less than five business days
before the first day of any investment period that are unable to be invested
during such investment period will be returned to the investor. Purchases in
the open market during each investment period will be made at times selected by
the Administrator or any registered broker-dealer appointed by the
Administrator to make such purchases.

No interest will be paid on optional cash investments received
by the Administrator but not yet invested by the Administrator.

12
<PAGE> 15

18. May a participant withdraw optional cash investments?

A participant may withdraw an optional cash investment that
has not been invested by the Administrator by sending written notice to such
effect to the Administrator. For such withdrawal to be effective, such written
notice must be received by the Administrator at least five business days prior
to the first day of any investment period, if Common Stock is being purchased
pursuant to the Plan in open market transactions, or at least five business
days prior to the first trading day of any calendar month, if Common Stock is
being purchased pursuant to the Plan directly from Energen.

19. What is the Automatic Monthly Investment feature of the Plan and how
does it work?

Participants may make optional cash investments of not less
than $25 for any single investment and not more than an aggregate of $100,000
in such investments per calendar year by means of monthly automatic electronic
funds transfers ("Automatic Monthly Investment") from a predesignated account
with a United States financial institution.

To initiate Automatic Monthly Investment, a person must
already be a Plan participant and must complete, sign, and return to the
Administrator an automatic monthly deduction form with a voided blank check for
the account from which funds are to be drawn. Automatic monthly deduction
forms may be obtained from the Administrator. Forms will be processed and will
be effective as promptly as practicable. With respect to purchases to be made
directly from Energen, a completed automatic monthly investment form received
by the Administrator at least five business days prior to the end of a calendar
month will be effective as of the first day of the following calendar month on
which trading in Energen Common Stock occurs on the New York Stock Exchange.
With respect to purchases to be made in the open market, a completed automatic
monthly investment form received by the Administrator at least five business
days prior to the first day of any investment period will be invested during
that investment period. Investment forms received less than five business days
before the first day of any investment period or calendar month, as applicable,
will begin being invested in the next following investment period or calendar
month.

With respect to purchases to be made directly from Energen,
once Automatic Monthly Investment is timely initiated, funds will be drawn from
the participant's designated financial institution account on the fifth
business day preceding the first business day of the month for which the
investment qualifies and will be invested in Common Stock beginning on that
date.

With respect to purchases to be made in the open market, once
Automatic Monthly Investment is timely initiated, funds will be drawn from the
participant's designated financial institution account on the fifth business
day preceding the first day of the investment period for which the investment
qualifies and will be invested in Common Stock during that investment period.

Participants may change the amount of their Automatic Monthly
Investment by completing and submitting to the Administrator a new automatic
monthly deduction form.

13
<PAGE> 16

To be effective with respect to the next following month or investment period,
however, the new automatic monthly deduction form must be received by the
Administrator at least five business days prior to the beginning of any
investment period, if Common Stock is being purchased pursuant to the Plan in
open market transactions, or at least five business days prior to the first
trading day of any calendar month, if Common Stock is being purchased pursuant
to the Plan directly from Energen. Otherwise, the change will be effective in
the following month or investment period. Participants may terminate their
Automatic Monthly Investment by notifying the Administrator in writing.

DEPOSIT OF CERTIFICATES

20. May a participant deposit Common Stock certificates under the Plan?

Yes. A participant may deposit with the Administrator any
Common Stock certificates now or hereafter registered in the participant's name
for inclusion in the participant's account under the Plan. There is no charge
for this custodial service and, by making the deposit, you will be relieved of
the responsibility of loss, theft or destruction of the certificate. Because
you bear the risk of loss in sending stock certificates to the Administrator,
it is recommended that certificates be sent to the Administrator by registered
mail, return receipt requested and properly insured. Certificates should not
be endorsed. Whenever certificates are issued to you either upon request or
upon termination of participation, new, differently numbered certificates will
be issued. Dividends will be reinvested on shares represented by the
certificates deposited with the Administrator.

GIFTING AND OTHERWISE TRANSFERRING PLAN SHARES

21. May an interested investor make a gift by establishing an account on
behalf of a recipient?

Yes. A participant or a non-participant may establish a new
account for a gift recipient by submitting to the Administrator an
Authorization Form in the recipient's name together with an initial cash
payment of not less than $100 and not more than $100,000. (See Question 10.)

22. May an interested investor make a gift by submitting an optional cash
investment for the benefit of a participant?

Yes. A participant or a non-participant may make an optional
cash investment for the benefit of a participant by sending to the
Administrator a check or money order, made payable to the Energen Dividend
Reinvestment and Direct Stock Purchase Plan, and a cash investment form
identifying the recipient's account. (See Question 16.) Cash investment forms
are reproduced on the participant's quarterly statements of account and also
may be obtained from the Administrator.

14
<PAGE> 17

23. May a participant make a gift of, or otherwise assign or transfer to
another person, all or a part of the participant's shares held under
the Plan?

Yes. If a participant wishes to change the ownership of all
or part of the participant's shares held under the Plan through gift, private
sale or otherwise, the participant may effect the transfer by mailing a
properly completed and executed transfer form to the Administrator. Transfer
forms are reproduced on the participant's quarterly statements of account and
also may be obtained from the Administrator. Transfers of less than all of a
participant's shares must be made in whole share amounts. No fraction of a
share may be transferred. Requests for transfer are subject to the same
requirements as for the transfer of Common Stock certificates, including the
requirement of a Medallion Signature Guarantee. A Medallion Signature
Guarantee is a signature guarantee by an institution such as a commercial bank,
trust company, securities broker/dealer, credit union, or a savings institution
participating in a Medallion Program approved by The Securities Transfer
Association, Inc. No other form of signature verification can be accepted.
Participants may obtain Plan Share Transfer Forms or additional information
from the Administrator.

24. If the Plan shares are transferred to another person, will the Company
issue a stock certificate to the transferee?

No. Shares transferred will continue to be held by the
Administrator under the Plan. If the transferee is not already a participant,
a Plan account will be opened in the name of the transferee, and the transferee
automatically will be enrolled in the Plan. All dividends on shares
transferred to the transferee's Plan account will be reinvested pursuant to the
terms of the Plan. (See Question 15.)

25. How will a transferee be advised of his or her ownership?

The transferee will receive a statement showing the number of
shares transferred to and held in the transferee's Plan account. At the
transferor's request, the Administrator will provide the transferor with a gift
certificate suitable for presentation to the transferee and evidencing the
transfer.

26. How is reinvestment affected if a participant sells or transfers all
or a portion of the shares of Common Stock?

If a participant who is reinvesting the cash dividends on all
of the shares of Common Stock registered in the participant's account disposes
of a portion of these shares, the Administrator will continue to reinvest the
dividends on the remaining shares registered in such participant's name until
it is notified otherwise.

If a participant who is reinvesting the cash dividends on only
a portion of the shares of Common Stock registered in the participant's account
disposes of a portion of the shares of Common Stock registered in his account,
it will be assumed that the participant has disposed of shares of Common Stock
as to which the participant is not reinvesting the cash dividends. If the
participant disposes of a number of shares of Common Stock registered in the
participant's account in excess of the number of shares of Common Stock as to
which the

15
<PAGE> 18

participant is not reinvesting cash dividends, the Administrator will continue
to reinvest the dividends on the remaining shares of Common Stock registered in
the participant's account

If a participant ceases to be a shareholder of record on the
books of Energen, the Administrator, at its option, may write to the
participant requesting instructions on disposition of shares credited to the
Plan account. If no instructions are received from the participant, the
Administrator may continue to reinvest the dividends on the shares held in the
Plan account.

DIRECT DEPOSIT OF DIVIDENDS NOT REINVESTED

27. Can dividends not reinvested under the Plan be received by direct
deposit?

Yes. A Participant who elects not to reinvest all or any
portion of cash dividends on shares of Common Stock in his Plan account may,
like any shareholder of record of Common Stock of Energen, receive such cash
dividends by electronic deposit to the participant's predesignated bank,
savings, or credit union account. To receive a direct deposit of funds,
participants must complete and sign a direct deposit authorization form and
return it to the Administrator. Direct deposit authorization forms may be
obtained from the Administrator. Direct deposit will become effective as
promptly as practicable after receipt of a completed direct deposit
authorization form. Changes in designated direct deposit accounts may be made
by delivering a completed direct deposit authorization form to the
Administrator. Cash dividends on shares of Common Stock not designated for
reinvestment and not directly deposited will be paid by check on the applicable
dividend payment date.

COSTS

28. Are there any expenses to participants in connection with purchases
under the Plan?

All costs of administering the Plan plus any brokerage
commissions with respect to open market purchases will be paid by Energen.
There are no other expenses in connection with withdrawal from the Plan unless
the participant requests that shares be sold. (See Question 36.)

PURCHASES

29. How many shares of Common Stock will be purchased for a participant?

A participant's account will be credited with the number of
shares of Common Stock, including fractions reported to four decimal places,
equal to the total amount invested or reinvested, divided by the per share
purchase price.

30. What will be the per share purchase price of Common Stock purchased
under the Plan?

16
<PAGE> 19

As indicated elsewhere in the Prospectus, and subject to the
provisions of the Plan, shares of Common Stock may be purchased for the account
of a participant either directly from Energen or in the open market. The
purchase price of shares of Common Stock acquired for a participant directly
from Energen through reinvestment of dividends will be the average of the high
and low sales prices for the Common Stock, as reported in the principal
consolidated transaction reporting system for securities listed on the New York
Stock Exchange, Inc., for the dividend payment date (or, if the New York Stock
Exchange, Inc. is closed or if no trading thereon in Common Stock occurs on the
dividend payment date, for the next succeeding day on which trading in shares
of Common Stock occurs on the New York Stock Exchange, Inc.). The purchase
price of shares of Common Stock acquired for a participant directly from
Energen through initial cash investments or optional cash investments will be
the average of the high and low sales prices for the Common Stock, as reported
in the principal consolidated transaction reporting system for securities
listed on the New York Stock Exchange, Inc., for the first day of the calendar
month following the month in which the investment is timely received by the
Administrator (see Questions 11 and 17) on which trading in shares of Common
Stock occurs on the New York Stock Exchange, Inc. The purchase price of shares
of Common Stock acquired for participants in the open market, either through
initial cash investments, reinvestment of dividends or optional cash
investments, will be the weighted average of the prices paid for all shares
acquired for all participants in the Plan during the period beginning on the
first day of the applicable investment period and ending on the last day of
such period.

REPORTS TO PARTICIPANTS

31. How will participants be advised of their purchase of Common Stock?

As soon as practicable after each purchase, a participant will
receive from the Administrator a statement of account. An annual statement
will be provided by the Administrator on or before January 31 of each year for
the prior calendar year. These statements are a participant's continuing
record of the price of his purchases and should be retained for tax and other
purposes. In addition, each participant will be sent copies of the
communications sent to other shareholders, including Energen's quarterly
financial reports, annual reports, notices of annual meeting and proxy
statements, and income tax information for reporting dividends paid.

DIVIDENDS

32. Will participants be credited with cash dividends on fractions of
shares of Common Stock?

Yes. Participants will be credited with the amount of
dividends attributable to fractions of shares of Common Stock in their Plan
accounts, and these dividends will be reinvested.

17
<PAGE> 20

CERTIFICATES FOR SHARES

33. Will certificates be issued for shares of Common Stock purchased?

Normally, certificates for shares of Common Stock purchased
under the Plan will not be issued to participants, except that certificates
will be issued to brokers or nominees or their representatives participating in
the Plan on behalf of beneficial owners of shares of Common Stock of Energen.
The number of shares of Common Stock credited to a participant's account under
the Plan will be shown on the participant's statement of account. The policy
respecting issuance of stock certificates protects against loss, theft or
destruction of stock certificates.

Certificates for any number of whole shares of Common Stock
credited to an account under the Plan will be issued to a participant upon the
written request of the participant to the Administrator, and issuance of such
certificates will not terminate participation in the Plan, including the
continued allocation to a participant's account of dividends paid respecting
the shares of Common Stock as to which such certificates are issued. Dividends
respecting any remaining whole shares and fraction of a share reflected as
being held in a participant's account also will continue to be credited to the
participant's account.

A participant's rights under the Plan and shares credited to
the account of a participant under the Plan may not be pledged as collateral or
otherwise transferred except as described in Questions 21 through 26. A
participant who wishes to pledge or transfer such shares must request that
certificates for such shares be issued in the participant's name.

Certificates for fractions of shares will not be issued under
any circumstance.

34. In whose name are accounts maintained and in whose name will
certificates be issued?

An account under the Plan is maintained in the name in which
certificates of the record holder of shares of Common Stock of Energen were
registered at the time the participant joined the Plan, or, if the participant
joined the Plan by making an initial cash investment, the account is maintained
in the name of the initial purchaser as that name appeared on the Authorization
Form accompanying the initial investment. Consequently, certificates for whole
shares issued upon the request of participants will be issued in the same name.

WITHDRAWAL

35. When may a participant withdraw from the Plan?

A participant may withdraw from the Plan at any time by
notifying the Administrator in writing. If such notice is received by the
Administrator twenty-five (25) days prior to a dividend payment date, the
amount of such dividend which would otherwise

18
<PAGE> 21

have been reinvested will be paid to the withdrawing participant. In the event
that such notice is received by the Administrator at least five business days
prior to the first trading day of the calendar month for which the investment
qualifies, if purchases of Common Stock pursuant to the Plan are being made
directly from Energen, or at least five business days prior to the beginning of
the investment period for which the investment qualifies, if purchases of
Common Stock pursuant to the Plan are being made in open market transactions,
any optional cash investment received (and not reinvested pursuant to the Plan)
prior to the Administrator's receipt of such notice will be returned to the
record holder of the shares of Common Stock allocated to the withdrawing
participant.

If such notice is not received by the Administrator in
accordance with the provisions of the foregoing paragraph, the dividend paid on
the dividend payment date or any optional cash investment held by the
Administrator at such time will be invested for the participant's account. Any
optional cash investments or dividends received by the Administrator on or
after the receipt of timely notice, as indicated in the preceding sentence,
will be returned to the record holder of the shares of Common Stock allocated
to the account of the withdrawing participant.

Dividends paid after withdrawal from the Plan will be paid in
cash directly to the record holder of the shares of Common Stock allocated to
the withdrawing participant. Shareholders of record and beneficial owners of
shares of Common Stock of Energen, acting through the brokers or nominees (or
their representatives) in whose name their shares are registered, may re-enroll
in the Plan at any time.

36. What happens when a participant withdraws from the Plan?

When a participant withdraws from the Plan, or upon
termination of the Plan by Energen, a participant has two options for receiving
the proceeds from the account. The participant may request that certificates
for whole shares of Common Stock credited to the applicable account under the
Plan be issued to such participant and a cash payment be made for any fraction
of a share. The participant also may request that all of the shares of Common
Stock credited to the participant's account, both whole and fractional, be
sold. The sale of all whole and/or fractional shares of Common Stock will be
made for the participant's account in brokerage transactions on a national or
regional securities exchange within five business days after receipt by the
Administrator of the request. A participant whose shares of Common Stock are
sold in such manner will receive the proceeds of the sale, less any brokerage
commission and any transfer tax.

Upon the Administrator's receipt of notice of a participant's
withdrawal from the Plan, or upon termination of the Plan by Energen, the
Administrator will, absent further notice as to the participant's choice of the
options above for receiving the proceeds from the account, issue certificates
for whole shares of Common Stock credited to the account and make a cash
payment for any fraction of a share.

FEDERAL INCOME TAXES

19
<PAGE> 22

37. How will reinvested dividends be treated for federal income tax
purposes under the provisions of the applicable tax laws?

Dividends which are reinvested in accordance with the Plan
will be taxed as cash dividends.

38. What provision is made for foreign shareholders whose dividends are
subject to income tax withholding?

In the case of those foreign holders of Common Stock who
become participants and whose dividends are subject to United States income tax
withholding, Energen will apply an amount equal to the dividends payable to
such participant, less the amount of tax required to be withheld, to the
purchase of shares of Common Stock for the participant's account. The
quarterly statements confirming purchases made for such foreign participants
will indicate the amount of tax withheld.

Foreign shareholders who only participate in the Plan by
making optional cash investments will continue to receive cash dividends on
shares of Common Stock registered in their names in the same manner as if they
were not participating in the Plan. Optional cash investments received from
them must be in United States dollars and will be invested in the same manner
as payments from other participants.

OTHER INFORMATION

39. Does participation in the Plan involve risk?

The risk to participants is the same as with any other
investment in shares of Common Stock of Energen. The participant bears the
risk of loss and realizes the benefits of any gain from market price changes
with respect to all such shares held in the participant's account under the
Plan or otherwise. It should be recognized that since purchase prices with
respect to shares of Common Stock purchased directly from Energen are
established on the first trading date for the Common Stock each calendar month,
and purchase prices with respect to shares of Common Stock purchased in the
open market transactions are established at times selected by the Administrator
or any registered broker-dealer appointed by the Administrator to make such
purchases during the applicable investment period, a participant loses any
advantage otherwise available from being able to select the precise timing of
investments. Participants must recognize that neither Energen nor the
Administrator can assure a profit or protect against a loss on the shares
purchased under the Plan.

40. What happens if Energen issues a stock dividend, declares a stock
split or has a rights offering?

Any shares representing stock dividends or stock splits of
Common Stock distributed by Energen on shares held by the Administrator or its
nominee for the account of a participant under the Plan will be added to the
participant's account. Certificates for shares representing stock dividends or
stock splits distributed on shares held by the Administrator or

20
<PAGE> 23

its nominee for the participant's account will normally not be issued to the
participant (see Question 33).

Any shares representing stock dividends or stock splits of
Common Stock distributed by Energen on shares subject to the Plan but held by
the participant will be issued and delivered to the appropriate shareholder of
record in the same manner as to shareholders who are not participating in the
Plan.

In the event of a stock split or stock dividend, all cash
dividends paid with respect to shares held by the Administrator or its nominee
for the participant's account under the Plan will continue to be automatically
reinvested. All cash dividends on shares held directly by the participant (or
the participant's nominee) will continue to be reinvested following such stock
split or stock dividend in the same proportion as were the cash dividends on
shares of Common Stock held by the participant (or the participant's nominee)
immediately prior to the stock split or stock dividend.

In the event of a rights offering, a participant's entitlement
will be based upon the participant's total holdings, including shares credited
to the participant's account under the Plan. Rights applicable to a
shareholder of record who participates in the Plan will be sold by the
Administrator, the proceeds will be credited to the participant's account under
the Plan and applied as an optional cash investment to purchase shares of
Common Stock. Participants who wish to be in a position to exercise their
rights should request that the Administrator issue certificates to them.

41. What are the responsibilities of Energen and the Administrator under
the Plan?

Energen and the Administrator in administering the Plan will
not be liable for any act done in good faith or for the good faith omission to
act including, without limitation, (a) any claim of liability arising out of
failure to terminate a participant's account upon such participant's death
prior to receipt of notice in writing of such death, or (b) with respect to the
prices at which shares are purchased for the participant's account and the
times when such purchases are made, or (c) with respect to any loss or
fluctuation in the market value after purchase of shares.

42. May the Plan be changed or discontinued?

Energen has the right to amend, suspend, modify or terminate
the Plan at any time without the approval of the participants. Notice of any
such amendment, suspension, modification or termination will be sent to all
participants who shall in all events have the right to withdraw from the Plan.
(See Questions 35 and 36.)

43. How will shares of Common Stock of a participant be voted at annual or
special meetings of shareholders?

Each holder of record of shares of Common Stock allocated to a
participant's account will be sent a proxy card and will be entitled to vote
any shares of Common Stock held by the Administrator for his account. In the
case of a beneficial owner of shares of

21
<PAGE> 24

Common Stock who participates in the Plan through a broker or nominee, such
beneficial owner must make appropriate arrangements with such broker or nominee
to ensure exercise by such owner of the right to vote such shares.

44. How is the Plan to be interpreted?

Any question of interpretation arising under the Plan is
determined by Energen and any such determination is final.

LEGAL OPINION

The legality of the securities offered hereby has been passed
upon by Bradley, Arant, Rose & White, Birmingham, Alabama, counsel for Energen.
The partners and associates of Bradley, Arant, Rose & White beneficially own
approximately 5,000 shares of Energen Common Stock.

EXPERTS

The consolidated financial statements of Energen Corporation
and its subsidiaries as of September 30, 1995 and for each of the years then
ended, which are included in Energen's annual report on Form 10-K for the year
ended September 30, 1995 and which are incorporated by reference in the
Prospectus, have been incorporated herein in reliance on the report, which
includes an explanatory paragraph regarding Energen changing its method of
accounting for certain other post-retirement benefits effective October 1, 1993
of Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in auditing and accounting.

22
<PAGE> 25

NO DEALER, SALESMAN OR OTHER PERSON HAS
BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY ENERGEN
CORPORATION. THE PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THESE SECURITIES IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. EXCEPT WHERE OTHERWISE
INDICATED, THE PROSPECTUS SPEAKS AS OF THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
NEITHER THE DELIVERY OF THE PROSPECTUS NOR ANY
SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF ENERGEN CORPORATION SINCE
THE DATE HEREOF.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . 3

DOCUMENTS INCORPORATED BY REFERENCE . . . . . 3

ENERGEN CORPORATION . . . . . . . . . . . . . 4

USE OF PROCEEDS . . . . . . . . . . . . . . . 4

DESCRIPTION OF THE PLAN . . . . . . . . . . . 4

LEGAL OPINION . . . . . . . . . . . . . . . . 21

EXPERTS . . . . . . . . . . . . . . . . . . . 22
</TABLE>

Energen Corporation

________________________

Dividend
Reinvestment and
Common Stock
Purchase Plan

________________________

750,000 Shares
Common Stock

$.01 Par Value

_______________________

PROSPECTUS
DATED _________, 1996

23
<PAGE> 26

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The Registrant estimates that the expenses to be incurred and borne by
it in connection with the proposed sale of the Common Stock will be as follows:

<TABLE>
<S> <C> <C>
Registration fee . . . . . . . . . . . . . . . . . . . . $ 6368.53
* Listing fees . . . . . . . . . . . . . . . . . . . . . . 2500.00
* Blue Sky expenses . . . . . . . . . . . . . . . . . . . . 2500.00
* Transfer Agents fees . . . . . . . . . . . . . . . . . . 25,000.00
* Printing expenses . . . . . . . . . . . . . . . . . . . . 10,000.00
* Legal fees and expenses . . . . . . . . . . . . . . . . . 15,000.00
* Accounting fees . . . . . . . . . . . . . . . . . . . . . 5,000.00
* Miscellaneous expenses . . . . . . . . . . . . . . . . . 5,000.00
-----------------

*Total expenses . . . . . . . . . . . . . . . . . . $ 71,368.53
=================
</TABLE>

__________________________________

*Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a) Article XI of the Registrant's Restated Certificate of
Incorporation 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) 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
permitted by the Alabama Business Corporation Act, as amended, or any
successor statute thereto. The limitation on liability of directors
of the Corporation contained herein

II-1
<PAGE> 27

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 provides as follows:

2.06 Indemnification of Directors and Officers; Liability Insurance

(a) The Corporation does hereby indemnify any officer or
directors 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 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, had no reasonably 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 negligence 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

II-2
<PAGE> 28

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-3
<PAGE> 29

(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 Bylaws of the
Registrant, directors, officers and controlling persons of the Registrant may
be indemnified by the Registrant pursuant to the provisions of Sections 10-2B-
8.50 to 10-2B-8.58 of the Code of Alabama of 1975, as amended, which indemnity
may be broader than that provided by the Registrant's Bylaws.

(d) In addition, the Registrant maintains officers' and directors'
liability insurance.

ITEM 16. EXHIBITS

EXHIBIT NO. DESCRIPTION

*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 it Registration Statement on Form 8-A (File
No. 1-7810).

II-4
<PAGE> 30

*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).

5 Opinion of Bradley, Arant, Rose & White as to the legality of
the securities being offered by the Prospectus.

23(a) Consent of Bradley, Arant, Rose & White (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.
___________________________________________
*Incorporated by reference.

ITEM. 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

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

(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in 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%

II-5
<PAGE> 31

change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.

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

provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the registration statement is on Form 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 registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(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) 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 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 labilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of such 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
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-6
<PAGE> 32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Birmingham, State of Alabama, on the 23rd day
of January, 1996.

ENERGEN CORPORATION

By /s/ REX J. LYSINGER
-----------------------------------------------------
Rex J. Lysinger
Its Chairman of the Board of Directors and
Chief Executive 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:

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
* Director January 23, 1996
- ----------------------------------
J. Mason Davis, Jr.

* Director January 23, 1996
- ----------------------------------
Stephen D. Ban

* Director January 23, 1996
- ----------------------------------
Wallace L. Luthy

* Director January 23, 1996
- ----------------------------------
James S. M. French

/s/ Geoffrey C. Ketcham Executive Vice January 23, 1996
- ---------------------------------- President, Treasurer
Geoffrey C. Ketcham and Chief Financial Officer
(Principal Accounting Officer)
</TABLE>

II-7
<PAGE> 33

<TABLE>
<S> <C> <C>
/s/ REX J. LYSINGER Chairman of the Board January 23, 1996
- ---------------------------------- Chief Executive Officer
Rex J. Lysinger and Director

* Director January 23, 1996
- ----------------------------------
Judy M. Merritt

* Director January 23, 1996
- ----------------------------------
Drayton Nabers, Jr.

* Director January 23, 1996
- ----------------------------------
Harris Saunders, Jr.

* Director January 23, 1996
- ----------------------------------
George S. Shirley

* Director January 23, 1996
- ----------------------------------
W. Robbins Taylor

/s/ WM. MICHAEL WARREN, JR President, Chief Operating January 23, 1996
- -------------------------- Officer and Director
Wm. Michael Warren, Jr.

*By /s/ GEOFFREY C. KETCHAM
------------------------
Geoffrey C. Ketcham,
Attorney-in-Fact
</TABLE>

II-8
<PAGE> 34

REGISTRATION STATEMENT ON FORM S-3 OF ENERGEN CORPORATION
RELATING TO DIVIDEND REINVESTMENT
AND
DIRECT STOCK PURCHASE PLAN
OF
ENERGEN CORPORATION
_________________________________

INDEX OF EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
*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 it 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).

</TABLE>
<PAGE> 35

<TABLE>
<S> <C>
*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).

5 Opinion of Bradley, Arant, Rose & White as to the legality of the securities being offered by
the Prospectus.

23(a) Consent of Bradley, Arant, Rose & White (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.

- ----------------------------------------------------------------------------------------------------------
</TABLE>
*Incorporated by reference.

<PAGE> 1

EXHIBIT 5

January 23, 1996

Energen Corporation
2101 Sixth Avenue North
Birmingham, Alabama 35203

Ladies and Gentlemen:

In our capacity as counsel for Energen Corporation, an Alabama
corporation ("Energen"), we have examined the registration statement on Form
S-3, in form as proposed to be filed with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 on January 24,
1996, relating to the offer to sell, and the proposed sale of 750,000
shares of common stock of Energen, par value of $.01 per share (the "Common
Stock"), in connection with the Dividend Reinvestment and Direct Stock Purchase
Plan of Energen (the "Plan"). 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.

Upon the basis of the foregoing, we are of the opinion that:

(i) The shares of Common Stock referred to above have
been duly and validly authorized and, to the extent
issued pursuant to the Plan, will be duly and validly
issued and will be fully paid and nonassessable
shares of Common Stock of the Company; and

(ii) Under the laws of the State of Alabama, no personal
liability attaches to the ownership of the shares of
Common Stock of the Company by participants in the
Plan.

We hereby consent to the filing of this opinion as an exhibit
to the above-named referenced registration statement. In addition, we hereby
consent to the use of our name in the Prospectus, which is a part of the
above-referenced registration statement, under the heading, "LEGAL MATTERS."

Yours very truly,

Bradley, Arant, Rose & White

<PAGE> 1

EXHIBIT 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement of
Energen Corporation on Form S-3 of our report, which includes an explanatory
paragraph regarding the Company's change in its method of accounting for
certain other post-retirement benefits effective October 1, 1993, dated
October 25, 1995, on our audits of the consolidated financial statements and
financial statement schedules as of September 30, 1995 and 1994, and for the
years ended September 30, 1995, 1994 and 1993, which report is incorporated by
reference in the Company's Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Experts."

COOPERS & LYBRAND L.L.P.

Birmingham, Alabama
January 22, 1996

<PAGE> 1
STATE OF ALABAMA ) EXHIBIT 24
COUNTY OF JEFFERSON )

POWER OF ATTORNEY
(DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN)

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 Rex J. Lysinger, Wm. Michael Warren, Jr., and Geoffrey
C. Ketcham, 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
offering of up to 750,000 shares of the common stock, $0.01 par value of
Energen Corporation pursuant to the Energen Corporation Dividend Reinvestment
and Common Stock Purchase Plan, including all 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 attorneys-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 purpose as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Dated as of the 22nd day of November, 1995.

<TABLE>
<S> <C>
/s/ STEPHEN D. BAN /s/ JUDY M. MERRITT
- ----------------------------------- -----------------------------------
STEPHEN D. BAN - Director JUDY M. MERRITT - Director

/s/ J. MASON DAVIS, JR. /s/ DRAYTON NABERS, JR.
- ----------------------------------- -----------------------------------
J. MASON DAVIS, JR. - Director DRAYTON NABERS, JR. - Director

/s/ JAMES S.M. FRENCH /s/ HARRIS SAUNDERS, JR.
- ----------------------------------- -----------------------------------
JAMES S.M. FRENCH - Director HARRIS SAUNDERS, JR. - Director

/s/ WALLACE L. LUTHY /s/ GEORGE S. SHIRLEY
- ----------------------------------- -----------------------------------
WALLACE L. LUTHY - Director GEORGE S. SHIRLEY - Director

/s/ REX J. LYSINGER /s/ W. ROBBINS TAYLOR
- ----------------------------------- -----------------------------------
REX J. LYSINGER - Director, W. ROBBINS TAYLOR - Director
Chairman of the Board and CEO

/s/ WM. MICHAEL WARREN, JR. /s/ G.C. KETCHAM
- ----------------------------------- -----------------------------------
WM. MICHAEL WARREN, JR. G.C. KETCHAM - Executive Vice
Director and President and Chief President, Chief Financial Officer
Operating Officer and Treasurer

</TABLE>