<PAGE>

     As filed with the Securities and Exchange Commission on March 10, 2003

                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------
                                ENERGYSOUTH, INC.
             (Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------

        ALABAMA                                        58-2358943
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                               2828 Dauphin Street
                              Mobile, Alabama 36606
                                 (251) 450-4774

       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                            2003 STOCK OPTION PLAN OF
                                ENERGYSOUTH, INC.
                            (full title of the Plan)

                                  JOHN S. DAVIS
                                    President
                               2828 Dauphin Street
                              Mobile, Alabama 36606
                            Telephone: (251) 450-4774
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
--------------------------------------------------------------------------------
                        Copies of all communications to:

                                E. B. PEEBLES III
                              Armbrecht Jackson LLP
                         63 S. Royal Street, Suite 1300
                              Mobile, Alabama 36602
                                 (251) 405-1300

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
Title of each                                   Proposed maximum         Proposed maximum
class of securities      Amount to be           offering price           aggregate offering             Amount of registration
to be registered         registered (1)         per share(2)             price (2)                      fee (2)
<S>                      <C>                    <C>                      <C>                            <C>
Common Stock, $.01       350,000 shares             $26.03                  $9,110,500                        $737.04
par value
</Table>

(1)      Represents shares of Common Stock issuable pursuant to the 2003 Stock
         Option Plan of EnergySouth, Inc. (the "Plan"). Also includes an
         indeterminable number of shares that might become issuable pursuant to
         antidilution adjustment provisions of the Plan.

(2)      Estimated solely for the purpose of calculating the registration fee;
         in accordance with Rule 457(c), calculated on the basis of average of
         high and low prices for shares of common stock, $.01 par value per
         share, of EnergySouth, Inc. on the NASDAQ National Market on March 7,
         2003.





<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         A form of prospectus meeting the requirements of Part I of Form S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared. Such
form of prospectus is not included in this Registration Statement but will be
delivered to all participants in the Plan pursuant to Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Securities and Exchange
Commission are incorporated herein by reference and made a part hereof:

         (a) the Registrant's latest Annual Report on Form 10-K for the fiscal
year ended September 30, 2002;

         (b) all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since September
30, 2002;

         (c) the Registrant's definitive proxy statement filed pursuant to
Section 14 of the Exchange Act in connection with the Registrant's January 31,
2003 annual meeting of shareholders; and

         (d) the description of the Registrant's $.01 par value common stock
contained in a registration statement filed under Section 12 of the Exchange
Act, including any amendment or reports filed for the purpose of updating such
description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities offered hereby then unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

ITEM 4: DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL

         Certain legal matters with respect to the Plan and in connection with
the issuance of Common Stock pursuant thereto have been passed upon for the
Registrant by Armbrecht Jackson LLP. Members of such law firm who participated
in the representation of the Registrant in connection therewith and their
spouses beneficially owned 20,937.5 shares of Common Stock as of February 14,
2003.

ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                                       (a)

         Sections 10-2B-8.51 et seq. of the Alabama Code provide that the
Registrant may indemnify a director or officer as follows:

         Section 10-2B-8.51. Authority to indemnify.

         (a) Except as provided in subsection (d), a corporation may indemnify
         an individual made a party to a proceeding because he or she is or was
         a director against liability incurred in the proceeding if:



                                        2
<PAGE>

                  (1) The individual conducted himself or herself in good faith;
                  and

                  (2) The individual reasonably believed:

                           (i) In the case of conduct in his or her official
                           capacity with the corporation, that the conduct was
                           in its best interests; and

                           (ii) In all other cases, that the conduct was at
                           least not opposed to its best interests; and

                  (3) In the case of any criminal proceeding, the individual had
                  no reasonable cause to believe his or her conduct was
                  unlawful.

         (b) A director's conduct with respect to an employee benefit plan for a
         purpose he or she reasonably believed to be in the interests of the
         participants in, and beneficiaries of the plan is conduct that
         satisfies the requirement of subsection (a)(2)(ii).

         (c) The termination of a proceeding by judgment, order, settlement,
         conviction, or upon a plea of nolo contendere or its equivalent is not,
         of itself, determinative that the director did not meet the standard of
         conduct described in this section.

         (d) A corporation may not indemnify a director under this section:

                  (1) In connection with a proceeding by or in the right of the
                  corporation in which the director was adjudged liable to the
                  corporation; or

                  (2) In connection with any other proceeding charging improper
                  personal benefit to the director, whether or not involving
                  action in his or her official capacity, in which the director
                  was adjudged liable on the basis that personal benefit was
                  improperly received by him or her.

         (e) Indemnification permitted under this section in connection with a
         proceeding by or in the right of the corporation is limited to
         reasonable expenses incurred in connection with the proceeding.

         Section 10-2B-8.52. Mandatory indemnification.

         A corporation shall indemnify a director who was successful, on the
         merits or otherwise, in the defense of any proceeding, or of any claim,
         issue or matter in such proceeding, here he or she was a party because
         he or she is or was a director of the corporation, against reasonable
         expenses incurred in connection therewith, notwithstanding that he or
         she was not successful on any other claim, issue or matter in any such
         proceeding.

         Section 10-2B-8.55. Determination and authorization of indemnification.

         (a) A corporation may not indemnify a director under Section 10-2B-8.51
         unless authorized in the specific case after a determination has been
         made that indemnification of the director is permissible in the
         circumstances because the director has met the standard of conduct set
         forth in Section 10-2B-8.51.

         (b) The determination shall be made:

                  (1) By the board of directors by majority vote of a quorum
                  consisting of directors not at the time parties to the
                  proceeding;

                  (2) If a quorum cannot be obtained under subdivision (1), by
                  majority vote of a committee duly designated by the board of
                  directors (in which designation directors who are parties may
                  participate) consisting solely of two or more directors not at
                  the time parties to the proceeding;

                  (3) By special legal counsel;

                           (i) Selected by the board of directors or its
                           committee in the manner prescribed in subdivision (1)
                           or (2); or



                                        3
<PAGE>

                           (ii) If a quorum of the board of directors cannot be
                           obtained under subdivision (1) and a committee cannot
                           be designated under subdivision (2), selected by
                           majority vote of the full board of directors (in
                           which selection directors who are parties may
                           participate); or

                  (4) By the shareholders, but shares owned by or voted under
                  the control of directors who are at the time parties to the
                  proceeding may not be voted on the determination. A majority
                  of the shares that are entitled to vote on the transaction by
                  virtue of not being owned by or under the control of such
                  directors constitutes a quorum for the purpose of taking
                  action under this section.

         (c) Authorization of indemnification and evaluation as to
         reasonableness of expenses shall be made in the same manner as the
         determination that indemnification is permissible, except that if the
         determination is made by special legal counsel, authorization of
         indemnification and evaluation as to reasonableness of expenses shall
         be made by those entitled under subsection (b)(3) to select counsel.

         Section 10-2B-8.56. Indemnification of officers, employees, and agents.

         (a) An officer of a corporation who is not a director is entitled to
         mandatory indemnification under Section 10-2B-8.52, and is entitled to
         apply for court-ordered indemnification under Section 10-2B-8.54, in
         each case to the same extent as a director.

         (b) A corporation may indemnify and may advance expenses under Division
         E of this article to an officer, employee, or agent of the corporation
         who is not a director to the same extent as to a director.

                                       (b)

         The Company's by-laws contain provisions for indemnification of
         directors and officers of the company as follows:

                                  ARTICLE VIII

                       INDEMNIFICATION AND RELATED MATTERS

         Each person who is or was a director or officer of the Corporation and
         who was or is a party or was or is threatened to be made a party to any
         threatened, pending or completed claim, action, suit or proceeding,
         whether civil, criminal, administrative or investigative, including
         appeals, by reason of the fact that he is or was a director or officer
         of the Corporation, or is or was serving at the request of the
         Corporation as a director, officer, employee, agent or trustee of
         another corporation, partnership, joint venture, trust, employee
         benefit plan or other enterprise, shall be indemnified by the
         Corporation as a matter of right against any and all expenses
         (including attorneys' fees) actually and reasonably incurred by him and
         against any and all claims, judgments , fines, penalties, liabilities
         and amounts paid in settlement actually incurred by him in defense of
         such claim, action, suit or proceeding, including appeals, to the full
         extent permitted by applicable law. The indemnification provided by
         this Section shall inure to the benefit of the heirs, executors and
         administrators of such person. Expenses (including attorneys' fees)
         incurred by a director or officer of the Corporation with respect to
         the defense of any such claim, action, suit or proceeding may be
         advanced by the Corporation prior to the final disposition of such
         claim, action suit or proceeding, as authorized by the Board of
         Directors in the specific case, upon receipt of an undertaking by or on
         behalf of such director or officer to repay such amount if and to the
         extent it shall be ultimately determined that he is not entitled to be
         indemnified by the Corporation as authorized under this Article or
         applicable law; provided, however, that the advancement of such
         expenses shall not be deemed to be indemnification unless and until it
         shall ultimately be determined that such person is entitled to be
         indemnified by the Corporation.

         The Corporation shall make such reports to its Stockholders regarding
         indemnification or advancement of expenses as may be required by law.
         The Corporation may purchase and maintain insurance at the expense of
         the Corporation on behalf of any person who is or was a director,
         officer, employee or agent of the Corporation or any person who is or
         was serving at the request of the Corporation as a director (or the



                                        4
<PAGE>

         equivalent), officer, employee, agent or trustee of another
         corporation, partnership, joint venture, trust, employee benefit plan
         or other enterprise, against any liability or expense (including
         attorneys' fees) 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 or expense under this Section or otherwise.

         The foregoing rights shall not be exclusive of any other rights to
         which such director or officer may otherwise be entitled and shall be
         available whether or not the director or officer continues to be a
         director or officer at the time of incurring any such expenses and
         liabilities.

         If any word, clause or provision of the Bylaws or any indemnification
         made under Article VIII hereof shall for any reason be determined to be
         invalid, the provisions of the Bylaws shall not otherwise be affected
         thereby but shall remain in full force and effect.

                                       (c)

         The Plan provides that members of the Committee will not be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan, and will be fully protected by the Company in respect to
any such action, determination or interpretation.

                                       (d)

         The Registrant has entered into indemnification agreements with
directors and certain officers of the Registrant which provide certain
contractual rights to indemnification in addition to the indemnification
provisions of Alabama law and the Registrant's by-laws.

ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8: EXHIBITS.

         The exhibits to the Registration Statement are listed in the Exhibit
Index elsewhere herein.

ITEM 9: UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

                  (1) to file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:
         (i) to include any prospectus required by Section 10(a)(3) of the
         Securities Act; (ii) to reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the Registration Statement; (iii) to include any material
         information with respect to the plan of distribution not previously
         disclosed in the Registration Statement or material change to such
         information in the Registration Statement; provided, however, that
         paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
         required to be included in the post-effective amendment to those
         paragraphs is contained in periodic reports filed by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement;

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

                  (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.



                                        5
<PAGE>

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

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


                  [remainder of page intentionally left blank]



                                       6
<PAGE>
                                   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-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Mobile, State of Alabama, on March 10, 2003.

                                           ENERGYSOUTH, INC.

                                           REGISTRANT

                                           By:  /s/ Charles P. Huffman
                                              ---------------------------------
                                                    Charles P.  Huffman
                                                    Senior Vice President and
                                                    Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John S. Davis, Charles P. Huffman and G. Edgar Downing,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
or blue sky filings, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as 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
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated:


<Table>
<Caption>
             Signature                                         Title                                Date
<S>                                                  <C>                                        <C>
/s/ John S. Davis                                    Director, President and Chief              March 10, 2003
------------------------------------                 Executive Officer (Principal
    John S. Davis                                    Executive Officer)


/s/ Charles P. Huffman                               Senior Vice President and Chief            March 10, 2003
------------------------------------                 Financial Officer (Principal
    Charles P. Huffman                               Financial and Accounting Officer)


/s/ John C. Hope                                     Director, Chairman                         March 10, 2003
------------------------------------
  John C. Hope


/s/ Walter L. Hovell                                 Director                                   March 10, 2003
------------------------------------

  Walter L. Hovell


/s/ Gaylord C. Lyon                                  Director                                   March 10, 2003
------------------------------------
  Gaylord C. Lyon


/s/ G. Montgomery Mitchell                           Director                                   March 10, 2003
------------------------------------
  G. Montgomery Mitchell
</Table>




                                        7
<PAGE>


<Table>
<S>                                               <C>                                           <C>
/s/ S. Felton Mitchell, Jr.                          Director                                      March 10, 2003
------------------------------------
  S. Felton Mitchell, Jr.


/s/ E. B. Peebles, Jr.                               Director                                      March 10, 2003
------------------------------------
  E. B. Peebles, Jr.


/s/ Thomas B. Van Antwerp                            Director                                      March 10, 2003
------------------------------------
  Thomas B. Van Antwerp


/s/ Judy A. Marston                                  Director                                      March 10, 2003
------------------------------------
  Judy A. Marston


/s/ Walter A. Bell                                   Director                                      March 10, 2003
------------------------------------
  Walter A. Bell


/s/ Harris V. Morrissette                            Director                                      March 10, 2003
------------------------------------
  Harris V. Morrissette


/s/ Robert H. Rouse                                  Director                                      March 10, 2003
------------------------------------
  Robert H. Rouse
</Table>



                                       8


<PAGE>



                                  EXHIBIT INDEX


<Table>
<Caption>
Exhibit No.                              Description
<S>               <C>
5                 Opinion of Armbrecht Jackson LLP with respect to legality of
                  securities registered

23.1              Consent of Armbrecht Jackson LLP (included in Exhibit 5)

23.2              Independent Auditors' Consent.

24                Power of Attorney (included with signature page in Part II of
                  this registration statement)

99.1              2003 Stock Option Plan of EnergySouth, Inc. (incorporated by
                  reference to Appendix A to Registrant's definitive proxy
                  statement dated December 23, 2002).
</Table>


                                       9
[{"type": "S-8", "sequence": "1", "filename": "d03899sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 27089}]
{"company-data": {"conformed-name": "ENERGYSOUTH INC", "cik": "0001051286", "assigned-sic": "1311", "irs-number": "582358943", "state-of-incorporation": "AL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103713", "film-number": "03598539"}, "business-address": {"street1": "2828 DAUPHIA ST.", "city": "MOBILE", "state": "AL", "zip": "36606", "phone": "3344762720"}, "mail-address": {"street1": "2828 DUAPHIA STREET", "city": "MOBILE", "state": "AL", "zip": "36606"}}
As filed with the Securities and Exchange Commission on March 10, 2003

                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------
                                ENERGYSOUTH, INC.
             (Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------

        ALABAMA                                        58-2358943
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                               2828 Dauphin Street
                              Mobile, Alabama 36606
                                 (251) 450-4774

       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                            2003 STOCK OPTION PLAN OF
                                ENERGYSOUTH, INC.
                            (full title of the Plan)

                                  JOHN S. DAVIS
                                    President
                               2828 Dauphin Street
                              Mobile, Alabama 36606
                            Telephone: (251) 450-4774
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
--------------------------------------------------------------------------------
                        Copies of all communications to:

                                E. B. PEEBLES III
                              Armbrecht Jackson LLP
                         63 S. Royal Street, Suite 1300
                              Mobile, Alabama 36602
                                 (251) 405-1300

                         CALCULATION OF REGISTRATION FEE
Title of each                                   Proposed maximum         Proposed maximum
class of securities      Amount to be           offering price           aggregate offering             Amount of registration
to be registered         registered (1)         per share(2)             price (2)                      fee (2)
Common Stock, $.01       350,000 shares             $26.03                  $9,110,500                        $737.04
par value
(1)      Represents shares of Common Stock issuable pursuant to the 2003 Stock
         Option Plan of EnergySouth, Inc. (the "Plan"). Also includes an
         indeterminable number of shares that might become issuable pursuant to
         antidilution adjustment provisions of the Plan.

(2)      Estimated solely for the purpose of calculating the registration fee;
         in accordance with Rule 457(c), calculated on the basis of average of
         high and low prices for shares of common stock, $.01 par value per
         share, of EnergySouth, Inc. on the NASDAQ National Market on March 7,
         2003.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         A form of prospectus meeting the requirements of Part I of Form S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared. Such
form of prospectus is not included in this Registration Statement but will be
delivered to all participants in the Plan pursuant to Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Securities and Exchange
Commission are incorporated herein by reference and made a part hereof:

         (a) the Registrant's latest Annual Report on Form 10-K for the fiscal
year ended September 30, 2002;

         (b) all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since September
30, 2002;

         (c) the Registrant's definitive proxy statement filed pursuant to
Section 14 of the Exchange Act in connection with the Registrant's January 31,
2003 annual meeting of shareholders; and

         (d) the description of the Registrant's $.01 par value common stock
contained in a registration statement filed under Section 12 of the Exchange
Act, including any amendment or reports filed for the purpose of updating such
description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities offered hereby then unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

ITEM 4: DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL

         Certain legal matters with respect to the Plan and in connection with
the issuance of Common Stock pursuant thereto have been passed upon for the
Registrant by Armbrecht Jackson LLP. Members of such law firm who participated
in the representation of the Registrant in connection therewith and their
spouses beneficially owned 20,937.5 shares of Common Stock as of February 14,
2003.

ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                                       (a)

         Sections 10-2B-8.51 et seq. of the Alabama Code provide that the
Registrant may indemnify a director or officer as follows:

         Section 10-2B-8.51. Authority to indemnify.

         (a) Except as provided in subsection (d), a corporation may indemnify
         an individual made a party to a proceeding because he or she is or was
         a director against liability incurred in the proceeding if:

                                        2
(1) The individual conducted himself or herself in good faith;
                  and

                  (2) The individual reasonably believed:

                           (i) In the case of conduct in his or her official
                           capacity with the corporation, that the conduct was
                           in its best interests; and

                           (ii) In all other cases, that the conduct was at
                           least not opposed to its best interests; and

                  (3) In the case of any criminal proceeding, the individual had
                  no reasonable cause to believe his or her conduct was
                  unlawful.

         (b) A director's conduct with respect to an employee benefit plan for a
         purpose he or she reasonably believed to be in the interests of the
         participants in, and beneficiaries of the plan is conduct that
         satisfies the requirement of subsection (a)(2)(ii).

         (c) The termination of a proceeding by judgment, order, settlement,
         conviction, or upon a plea of nolo contendere or its equivalent is not,
         of itself, determinative that the director did not meet the standard of
         conduct described in this section.

         (d) A corporation may not indemnify a director under this section:

                  (1) In connection with a proceeding by or in the right of the
                  corporation in which the director was adjudged liable to the
                  corporation; or

                  (2) In connection with any other proceeding charging improper
                  personal benefit to the director, whether or not involving
                  action in his or her official capacity, in which the director
                  was adjudged liable on the basis that personal benefit was
                  improperly received by him or her.

         (e) Indemnification permitted under this section in connection with a
         proceeding by or in the right of the corporation is limited to
         reasonable expenses incurred in connection with the proceeding.

         Section 10-2B-8.52. Mandatory indemnification.

         A corporation shall indemnify a director who was successful, on the
         merits or otherwise, in the defense of any proceeding, or of any claim,
         issue or matter in such proceeding, here he or she was a party because
         he or she is or was a director of the corporation, against reasonable
         expenses incurred in connection therewith, notwithstanding that he or
         she was not successful on any other claim, issue or matter in any such
         proceeding.

         Section 10-2B-8.55. Determination and authorization of indemnification.

         (a) A corporation may not indemnify a director under Section 10-2B-8.51
         unless authorized in the specific case after a determination has been
         made that indemnification of the director is permissible in the
         circumstances because the director has met the standard of conduct set
         forth in Section 10-2B-8.51.

         (b) The determination shall be made:

                  (1) By the board of directors by majority vote of a quorum
                  consisting of directors not at the time parties to the
                  proceeding;

                  (2) If a quorum cannot be obtained under subdivision (1), by
                  majority vote of a committee duly designated by the board of
                  directors (in which designation directors who are parties may
                  participate) consisting solely of two or more directors not at
                  the time parties to the proceeding;

                  (3) By special legal counsel;

                           (i) Selected by the board of directors or its
                           committee in the manner prescribed in subdivision (1)
                           or (2); or

                                        3
(ii) If a quorum of the board of directors cannot be
                           obtained under subdivision (1) and a committee cannot
                           be designated under subdivision (2), selected by
                           majority vote of the full board of directors (in
                           which selection directors who are parties may
                           participate); or

                  (4) By the shareholders, but shares owned by or voted under
                  the control of directors who are at the time parties to the
                  proceeding may not be voted on the determination. A majority
                  of the shares that are entitled to vote on the transaction by
                  virtue of not being owned by or under the control of such
                  directors constitutes a quorum for the purpose of taking
                  action under this section.

         (c) Authorization of indemnification and evaluation as to
         reasonableness of expenses shall be made in the same manner as the
         determination that indemnification is permissible, except that if the
         determination is made by special legal counsel, authorization of
         indemnification and evaluation as to reasonableness of expenses shall
         be made by those entitled under subsection (b)(3) to select counsel.

         Section 10-2B-8.56. Indemnification of officers, employees, and agents.

         (a) An officer of a corporation who is not a director is entitled to
         mandatory indemnification under Section 10-2B-8.52, and is entitled to
         apply for court-ordered indemnification under Section 10-2B-8.54, in
         each case to the same extent as a director.

         (b) A corporation may indemnify and may advance expenses under Division
         E of this article to an officer, employee, or agent of the corporation
         who is not a director to the same extent as to a director.

                                       (b)

         The Company's by-laws contain provisions for indemnification of
         directors and officers of the company as follows:

                                  ARTICLE VIII

                       INDEMNIFICATION AND RELATED MATTERS

         Each person who is or was a director or officer of the Corporation and
         who was or is a party or was or is threatened to be made a party to any
         threatened, pending or completed claim, action, suit or proceeding,
         whether civil, criminal, administrative or investigative, including
         appeals, by reason of the fact that he is or was a director or officer
         of the Corporation, or is or was serving at the request of the
         Corporation as a director, officer, employee, agent or trustee of
         another corporation, partnership, joint venture, trust, employee
         benefit plan or other enterprise, shall be indemnified by the
         Corporation as a matter of right against any and all expenses
         (including attorneys' fees) actually and reasonably incurred by him and
         against any and all claims, judgments , fines, penalties, liabilities
         and amounts paid in settlement actually incurred by him in defense of
         such claim, action, suit or proceeding, including appeals, to the full
         extent permitted by applicable law. The indemnification provided by
         this Section shall inure to the benefit of the heirs, executors and
         administrators of such person. Expenses (including attorneys' fees)
         incurred by a director or officer of the Corporation with respect to
         the defense of any such claim, action, suit or proceeding may be
         advanced by the Corporation prior to the final disposition of such
         claim, action suit or proceeding, as authorized by the Board of
         Directors in the specific case, upon receipt of an undertaking by or on
         behalf of such director or officer to repay such amount if and to the
         extent it shall be ultimately determined that he is not entitled to be
         indemnified by the Corporation as authorized under this Article or
         applicable law; provided, however, that the advancement of such
         expenses shall not be deemed to be indemnification unless and until it
         shall ultimately be determined that such person is entitled to be
         indemnified by the Corporation.

         The Corporation shall make such reports to its Stockholders regarding
         indemnification or advancement of expenses as may be required by law.
         The Corporation may purchase and maintain insurance at the expense of
         the Corporation on behalf of any person who is or was a director,
         officer, employee or agent of the Corporation or any person who is or
         was serving at the request of the Corporation as a director (or the

                                        4
equivalent), officer, employee, agent or trustee of another
         corporation, partnership, joint venture, trust, employee benefit plan
         or other enterprise, against any liability or expense (including
         attorneys' fees) 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 or expense under this Section or otherwise.

         The foregoing rights shall not be exclusive of any other rights to
         which such director or officer may otherwise be entitled and shall be
         available whether or not the director or officer continues to be a
         director or officer at the time of incurring any such expenses and
         liabilities.

         If any word, clause or provision of the Bylaws or any indemnification
         made under Article VIII hereof shall for any reason be determined to be
         invalid, the provisions of the Bylaws shall not otherwise be affected
         thereby but shall remain in full force and effect.

                                       (c)

         The Plan provides that members of the Committee will not be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan, and will be fully protected by the Company in respect to
any such action, determination or interpretation.

                                       (d)

         The Registrant has entered into indemnification agreements with
directors and certain officers of the Registrant which provide certain
contractual rights to indemnification in addition to the indemnification
provisions of Alabama law and the Registrant's by-laws.

ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8: EXHIBITS.

         The exhibits to the Registration Statement are listed in the Exhibit
Index elsewhere herein.

ITEM 9: UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

                  (1) to file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:
         (i) to include any prospectus required by Section 10(a)(3) of the
         Securities Act; (ii) to reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the Registration Statement; (iii) to include any material
         information with respect to the plan of distribution not previously
         disclosed in the Registration Statement or material change to such
         information in the Registration Statement; provided, however, that
         paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
         required to be included in the post-effective amendment to those
         paragraphs is contained in periodic reports filed by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement;

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

                  (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.

                                        5
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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

                  [remainder of page intentionally left blank]

                                       6
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-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Mobile, State of Alabama, on March 10, 2003.

                                           ENERGYSOUTH, INC.

                                           REGISTRANT

                                           By:  /s/ Charles P. Huffman
                                              ---------------------------------
                                                    Charles P.  Huffman
                                                    Senior Vice President and
                                                    Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John S. Davis, Charles P. Huffman and G. Edgar Downing,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
or blue sky filings, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as 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
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated:
Signature                                         Title                                Date
/s/ John S. Davis                                    Director, President and Chief              March 10, 2003
------------------------------------                 Executive Officer (Principal
    John S. Davis                                    Executive Officer)

/s/ Charles P. Huffman                               Senior Vice President and Chief            March 10, 2003
------------------------------------                 Financial Officer (Principal
    Charles P. Huffman                               Financial and Accounting Officer)

/s/ John C. Hope                                     Director, Chairman                         March 10, 2003
------------------------------------
  John C. Hope

/s/ Walter L. Hovell                                 Director                                   March 10, 2003
------------------------------------

  Walter L. Hovell

/s/ Gaylord C. Lyon                                  Director                                   March 10, 2003
------------------------------------
  Gaylord C. Lyon

/s/ G. Montgomery Mitchell                           Director                                   March 10, 2003
------------------------------------
  G. Montgomery Mitchell
7
/s/ S. Felton Mitchell, Jr.                          Director                                      March 10, 2003
------------------------------------
  S. Felton Mitchell, Jr.

/s/ E. B. Peebles, Jr.                               Director                                      March 10, 2003
------------------------------------
  E. B. Peebles, Jr.

/s/ Thomas B. Van Antwerp                            Director                                      March 10, 2003
------------------------------------
  Thomas B. Van Antwerp

/s/ Judy A. Marston                                  Director                                      March 10, 2003
------------------------------------
  Judy A. Marston

/s/ Walter A. Bell                                   Director                                      March 10, 2003
------------------------------------
  Walter A. Bell

/s/ Harris V. Morrissette                            Director                                      March 10, 2003
------------------------------------
  Harris V. Morrissette

/s/ Robert H. Rouse                                  Director                                      March 10, 2003
------------------------------------
  Robert H. Rouse
8
EXHIBIT INDEX
Exhibit No.                              Description
5                 Opinion of Armbrecht Jackson LLP with respect to legality of
                  securities registered

23.1              Consent of Armbrecht Jackson LLP (included in Exhibit 5)

23.2              Independent Auditors' Consent.

24                Power of Attorney (included with signature page in Part II of
                  this registration statement)

99.1              2003 Stock Option Plan of EnergySouth, Inc. (incorporated by
                  reference to Appendix A to Registrant's definitive proxy
                  statement dated December 23, 2002).
9