<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 2001
                                                           REGISTRATION NO. 333-

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                              ENERGY PARTNERS, LTD.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                              <C>
                             DELAWARE                                                           72-1409562
(State or other jurisdiction of incorporation or organization)                   (I.R.S. Employer Identification No.)

    201 ST. CHARLES AVENUE, SUITE 3400, NEW ORLEANS, LOUISIANA                                     70170
             (Address of Principal Executive Offices)                                           (Zip Code)
</TABLE>

                      2000 LONG TERM STOCK INCENTIVE PLAN
               2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
               STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS
                  BONUS SHARES ISSUED BY ENERGY PARTNERS, LTD.
                           (Full title of the plans)
                                   ----------

                              RICHARD A. BACHMANN
                             ENERGY PARTNERS, LTD.
                       201 ST. CHARLES AVENUE, SUITE 3400
                          NEW ORLEANS, LOUISIANA 70170
                    (Name and address of agent for service)
                                 (504) 569-1875
         (Telephone number, including area code, of agent for service)

                                   With copies to:
               MAUREEN O'CONNOR SULLIVAN       JOHN SCHUSTER, ESQ.
               VICE PRESIDENT AND GENERAL    CAHILL GORDON & REINDEL
                        COUNSEL                   80 PINE STREET
                 ENERGY PARTNERS, LTD.          NEW YORK, NEW YORK
             201 ST. CHARLES AVENUE, SUITE            10005
                          3400                    (212) 701-3000
              NEW ORLEANS, LOUISIANA 70170
                     (504) 569-1875
                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                                PROPOSED
                                                                                 MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
                                                               AMOUNT TO BE  OFFERING PRICE  AGGREGATE OFFERING   REGISTRATION
          TITLE OF SECURITIES TO BE REGISTERED                 REGISTERED(1)    PER SHARE          PRICE              FEE
=========================================================      ============= ==============  ==================   ============
<S>                                                                 <C>        <C>             <C>                 <C>
Common stock, par value $0.01 per share, of Energy
   Partners, Ltd.

    Issuable pursuant to options previously granted under           543,626    $  10.57        $ 5,746,127(2)      $  1,437
       the 2000 Long Term Stock Incentive Plan

    Issuable pursuant to options to be granted under the          2,083,504    $  11.70        $24,376,996(3)      $  6,094
       2000 Long Term Stock Incentive Plan

    Issuable pursuant to options previously granted under            28,000    $  15.00        $   420,000(4)      $    105
       the 2000 Stock Option Plan for Non-Employee
       Directors

    Issuable pursuant to options to be granted under the            222,000    $  11.70        $ 2,597,400(3)      $    649
       2000 Stock Option Plan for Non-Employee Directors

    Issuable pursuant to the Stock and Deferral Plan for            100,000    $  11.70        $ 1,170,000(3)      $    293
       Non-Employee Directors

    Bonus shares                                                    139,500    $  15.00        $ 2,092,500(4)      $    523

Total                                                             3,116,630                    $36,403,023         $  9,101
</TABLE>

----------

(1)      In addition, pursuant to Rule 416 under the Securities Act, this
         registration statement will cover such indeterminate number of shares
         of common stock of Energy Partners, Ltd. that may be issued in respect
         of stock splits, stock dividends and similar transactions.

(2)      Calculated based on a weighted average exercise price of approximately
         $10.57 per share pursuant to Rule 457(h) under the Securities Act.

(3)      Estimated solely for the purposes of computing the amount of the
         registration fee under Rules 457(c) and (h) of the Securities Act based
         on the average of the high and low prices of the common stock reported
         in the consolidated reporting system by The New York Stock Exchange as
         of February 15, 2001.

(4)      Calculated based on a weighted average exercise price of $15.00 per
         share pursuant to Rule 457(h) under the Securities Act.

<PAGE>   2


                                EXPLANATORY NOTE

         This registration statement contains two parts. The first part contains
a prospectus prepared in accordance with the requirements of Part I of Form S-3
(pursuant to General Instruction C to Form S-8) which covers offers and sales by
certain shareholders of shares of common stock, par value $0.01 per share (the
"Common Stock"), of Energy Partners, Ltd. ("EPL" or the "Registrant") comprised
of bonus shares of Common Stock issued by EPL to certain employees of EPL (the
"Bonus Shares").

         The second part contains "Information Required in the Registration
Statement" pursuant to Part II of Form S-8. Pursuant to the Note to Part I of
Form S-8, the information relating to the shares issuable in connection with
options or rights to acquire shares of Common Stock granted or to be granted
under EPL's 2000 Long Term Stock Incentive Plan, 2000 Stock Option Plan for
Non-Employee Directors and Stock and Deferral Plan for Non-Employee Directors
specified by Part I is not filed with the Securities and Exchange Commission
(the "Commission"), but documents containing such information have been or will
be sent or given to employees as specified by Rule 428(b)(1). Such document(s)
are not being filed with the Commission but constitute (along with the documents
incorporated by reference into the registration statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.



<PAGE>   3


PROSPECTUS

                             [ENERGY PARTNERS LOGO]

                         139,500 SHARES OF COMMON STOCK

                                   ----------

         Certain of our shareholders are using this offer prospectus to offer
shares of our common stock that we issued to them. These shareholders may
include "affiliates," as defined in Rule 405 under the Securities Act of 1933,
as amended.

         We expect that sales made pursuant to this offer prospectus will be
made:

         o        in broker's transactions;

         o        in transactions directly with market makers; or

         o        in negotiated sales or otherwise.

         The selling shareholders will determine when they will sell their
shares, and in all cases they will sell their shares at the current market price
or at prices negotiated at the time of the sale. We will not receive any
proceeds from these sales.

         The brokers and dealers the selling shareholders utilize in selling
these shares may receive compensation in the form of underwriting discounts,
concessions or commissions from the sellers or purchasers of the shares. Any
compensation may exceed customary commissions. The selling shareholders and the
brokers and dealers they utilize may be deemed to be "underwriters" within the
meaning of the securities laws, and any commissions received and any profits
realized by them on the sale of shares may be considered to be underwriting
compensation.

         Our common stock is listed on The New York Stock Exchange under the
symbol "EPL." On February 16, 2001, the last reported sale price of our common
stock as reported on The New York Stock Exchange was $11.00 per share.

                                   ----------
THIS INVESTMENT INVOLVES RISKS. SEE THE RISK FACTORS SECTION ON PAGE 1.

                                   ----------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                   ----------

This prospectus is dated February 20, 2001.


<PAGE>   4


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
<S>                                                                                          <C>
RISK FACTORS.....................................................................................1
OUR COMPANY......................................................................................2
SELLING SHAREHOLDERS.............................................................................3
PLAN OF DISTRIBUTION.............................................................................4
USE OF PROCEEDS..................................................................................4
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR
   COMMON STOCK..................................................................................5
LEGAL MATTERS....................................................................................8
EXPERTS..........................................................................................8
WHERE YOU CAN FIND MORE INFORMATION..............................................................8
</TABLE>



NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCE IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE HEREOF
OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.



                                      -i-
<PAGE>   5


                                  RISK FACTORS

         We incorporate the risk factors relating to our common stock by
reference to our registration statement on Form S-1 (No. 333-42876) filed
October 24, 2000 and the documents referred to in "Where You Can Find More
Information."




                                      -1-
<PAGE>   6


                                   OUR COMPANY

         This summary highlights information incorporated by reference in this
prospectus. You should read this entire prospectus and the information
incorporated by reference in this prospectus carefully, including "Risk Factors"
and our financial statements and the notes to those financial statements. We
have provided definitions for some of the oil and natural gas terms used in this
prospectus in the "Glossary of Oil and Natural Gas Terms" incorporated by
reference in this prospectus.

ABOUT ENERGY PARTNERS, LTD.

         Founded in 1998, we are an independent oil and natural gas exploration
and production company based in New Orleans, Louisiana. Our operations are
focused in the shallow to moderate depth waters of the central region of the
Gulf of Mexico Shelf.

OUR EXECUTIVE OFFICES

         Our principal executive offices are located at 201 St. Charles Avenue,
Suite 3400, New Orleans, Louisiana 70170. Our telephone number is (504)
569-1875. Our Internet address on the World Wide Web is www.eplweb.com.
Information on our web site does not constitute part of this prospectus.




                                      -2-
<PAGE>   7


                              SELLING SHAREHOLDERS

         The shares of common stock offered in this prospectus are being
registered for offers and sales by certain employees of ours who own shares of
our common stock issued by us (the "Bonus Shares"), hereinafter collectively
referred to as the "selling shareholders".

         We do not know whether any of the selling shareholders will use this
prospectus in connection with the offer or sale of any shares of our common
stock or, if this prospectus is so used, how many shares of our common stock
will be offered or sold.

         The following list represents, as of the date of this prospectus, the
individuals who have acquired Bonus Shares, each of whom beneficially owns less
than 1% of the shares being offered pursuant to the registration statement of
which this prospectus is a part: W. Louis Belanger, Jr.; Tiffany J. Beninate;
Robert R. Byars; Jamie Jo Caravella; Jan M. Childress; Judith S. Christensen;
Frank W. Currow, Jr.; Michael P. Coleman; Thomas D. De Brock; Alan C.
Dillahunty; Jo Ann Duhe; W. Neel Fallis; Larry R. Gray; Kindal S. Johnson;
Christine W. Krig; Lisa Z. LaHoste; Joseph H. LeBlanc; Roger S. Lowe; Cynthia P.
Lowrance; Robert A. Martt; Glenn B. Maxwell; Barbara A. Meyer; Thomas O. Meyer;
Kendall J. Meyers; Robert G. Murphy; Roddy A. Norvell; David Nugent; Lori F.
Oramous; Wilfred J. Rockenbaugh, Jr.; Kenneth P. Smith; Sidney W. Sullivan;
Deborah A. Summers; Lois T. Tibbs; Maurice A. Trosclair; L Keith Vincent; and
Philip Zanco, III. Each of these individuals are non-officer employees except
for Joseph H. LeBlanc who is assistant treasurer, Kenneth P. Smith who is
treasurer and L. Keith Vincent who is vice president, land. The inclusion in the
preceding list of the individuals named therein who have acquired Bonus Shares
shall not be deemed to be an admission that any such individual is an
"affiliate" of ours.



                                      -3-
<PAGE>   8


                              PLAN OF DISTRIBUTION

         The selling shareholders may sell registered shares of our common stock
in any of the following ways:

         o        through dealers;

         o        through agents; or

         o        directly to one or more purchasers.

         The distribution of shares of our common stock may be effected from
time to time in one or more transactions (which may involve crosses or block
transactions)

         o        on The New York Stock Exchange in transactions pursuant to and
                  in accordance with the rules of such exchanges,

         o        in the over-the-counter market, or

         o        in transactions other than on such exchanges or in the
                  over-the-counter market, or a combination of such
                  transactions.

         Any such transaction may be effected at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices. The selling shareholders may effect such transactions
by selling shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling shareholders and/or commissions from purchasers of shares of our
common stock for whom they may act as agent. The selling shareholders and any
broker-dealers or agents that participate in the distribution of shares of our
common stock by them might be deemed to be underwriters, and any discounts,
commissions or concessions received by any such broker-dealers or agents might
be deemed to be underwriting discounts and commissions, under the Securities
Act. Affiliates of one or more selling shareholders may act as principal or
agent in connection with the offer or sale of shares of our common stock by the
selling shareholders.

         The amount of securities to be offered or sold by means of this
prospectus, by each person, and any other person with whom he or she is acting
in concert for the purpose of selling our securities, may not exceed, during any
three-month period, the amount specified in Rule 144(e) under the Securities
Act. Any securities covered by the prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under that rule rather than
pursuant to this prospectus.

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the offer and sale of the
shares of our common stock by the selling shareholders.




                                      -4-
<PAGE>   9


                 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
                    FOR NON-U.S. HOLDERS OF OUR COMMON STOCK

GENERAL

         The following discussion summarizes the U.S. federal income and estate
tax consequences of the ownership and disposition of our common stock by a
beneficial owner thereof that is a non-U.S. holder. A non-U.S. holder is a
person or entity that, for U.S. federal income tax purposes, is a non-resident
alien individual, a foreign corporation or a foreign estate or trust.

         This discussion is based on the Internal Revenue Code of 1986, as
amended, and administrative interpretations as of the date of this prospectus,
all of which are subject to change, including changes with retroactive effect.
This discussion does not address all aspects of U.S. federal income and estate
taxation that may be relevant to non-U.S. holders, including non-U.S. holders
who are pass-through entities, in light of their particular circumstances and
does not address any tax consequences arising under the laws of any state, local
or foreign jurisdiction. Prospective holders of our common stock should consult
their tax advisors with respect to the particular tax consequences to them of
owning and disposing of our common stock, including the consequences under the
laws of any state, local or foreign jurisdiction.

DIVIDENDS

         Subject to the discussion below, dividends paid to a non-U.S. holder of
our common stock generally will be subject to withholding tax at a 30% rate or a
lower rate as may be specified by an applicable income tax treaty. For purposes
of determining whether tax is to be withheld at a 30% rate or at a reduced rate
as specified by an income tax treaty, we ordinarily will presume that dividends
paid on or before December 31, 2000 to an address in a foreign country are paid
to a resident of that country absent knowledge that this presumption is not
warranted.

         For dividends paid after December 31, 2000, in order to obtain a
reduced rate of withholding under an income tax treaty a non-U.S. holder will
generally be required to provide a U.S. Internal Revenue Service Form W-8BEN
certifying the non-U.S. holder's entitlement to benefits under an applicable
income tax treaty. Special rules determine whether, for purposes of determining
the applicability of an income tax treaty, dividends paid to a non-U.S. holder
that is an entity should be treated as paid to the entity or those holding an
interest in the entity.

         No withholding tax applies to dividends paid to a non-U.S. holder that
are effectively connected with the non-U.S. holder's conduct of a trade or
business within the United States if an Internal Revenue Service Form W-8ECI
stating that the dividends are so connected is filed with us or our paying
agent. Instead, the effectively connected dividends will be subject to regular
U.S. income tax in the same manner as if the non-U.S. holder were a U.S.
resident unless an applicable income tax treaty exemption applies. A non-U.S.
corporation receiving effectively connected dividends may also be subject to an
additional branch profits tax. This tax is imposed, under some circumstances, at
a rate of 30%, or a lower rate as may be specified by an applicable income tax
treaty, of the non-U.S. corporation's effectively connected earnings and
profits, subject to certain adjustments.

         Generally, we must report to the U.S. Internal Revenue Service the
amount of dividends paid, the name and address of the recipient, and the amount,
if any, of tax withheld. A similar report is sent to the recipient of the
dividend. Pursuant to income tax treaties or some other agreements, the U.S.
Internal Revenue Service may make its reports available to tax authorities in
the recipient's country of residence.

         Dividends paid to a non-U.S. holder at an address within the U.S. may
be subject to backup withholding imposed at a rate of 31% if the non-U.S. holder
fails to establish that it is entitled to an exemption from backup withholding
or to provide a correct taxpayer identification number and some other
information to us or our paying agent.



                                      -5-
<PAGE>   10


         We do not anticipate paying any cash or dividends on our common stock
in the future.

GAIN ON DISPOSITION OF OUR COMMON STOCK

         A non-U.S. holder generally will not be subject to U.S. federal income
tax with respect to gain realized on a sale or other disposition of our common
stock unless:

         o        the gain is effectively connected with a trade or business of
                  the non-U.S. holder in the United States;

         o        in the case of a non-U.S. holder who is a non-resident alien
                  individual and who holds the common stock as a capital asset,
                  this individual is present in the United States for 183 or
                  more days in the taxable year of the disposition;

         o        the non-U.S. holder is subject to tax pursuant to the
                  provisions of the Internal Revenue Code regarding the taxation
                  of U.S. expatriates; or

         o        we are or have been a U.S. real property holding corporation
                  within the meaning of Section 897(c)(2) of the Internal
                  Revenue Code at any time within the shorter of the five-year
                  period preceding the sale or disposition or the period during
                  which the non-U.S. holder has held the common stock.

         We believe that it is likely that we are, or will be treated as, a
United States real property holding corporation within the meaning of Section
897(c)(2) of the Internal Revenue Code. Even if we are treated as a United
States real property holding corporation, gain realized by a non-U.S. holder on
a disposition of our common stock will not be subject to a U.S. federal income
tax so long as:

         o        the non-U.S. holder at all times is deemed to have
                  beneficially owned no more than 5% of the common stock, taking
                  into account for this purpose certain constructive ownership
                  rules; and

         o        our common stock at all times is regularly traded on an
                  established securities market, within the meaning of Section
                  897(c)(3) of the Code and the Treasury Regulations thereunder.

         There can be no assurance that our common stock qualifies or will
continue to qualify as regularly traded on an established securities market.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING ON DISPOSITION OF OUR
COMMON STOCK

         Under current U.S. federal income tax law, information reporting and
backup withholding imposed at a rate of 31% will apply to the proceeds of a
disposition of our common stock effected by or through a U.S. office of a broker
unless the disposing holder certifies as to its non-U.S. status or otherwise
establishes an exemption from withholding. Generally, U.S. information reporting
and backup withholding will not apply to a payment of disposition proceeds where
the transaction is effected outside the U.S. through a non-U.S. office of a
non-U.S. broker. However, U.S. information reporting requirements, but not
backup withholding, will apply to a payment of disposition proceeds where the
transaction is effected outside the United States by or through a non-U.S.
office of a broker that is either:

         o        a U.S. person;

         o        a foreign person which derives 50% or more of its gross income
                  for certain periods from the conduct of a trade or business in
                  the United States;



                                      -6-
<PAGE>   11


         o        a controlled foreign corporation for U.S. federal income tax
                  purposes; or

         o        in the case of payments made after December 31, 2000, a
                  foreign partnership with certain connections to the United
                  States, in each case unless the broker has documentary
                  evidence that the holder is a non-U.S. holder and that some
                  conditions are met or that the holder otherwise established an
                  exemption from withholding.

         Backup withholding is not an additional tax. Rather, the tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the U.S.
Internal Revenue Service.

FEDERAL ESTATE TAX

         An individual non-U.S. holder who is treated as the owner of, or has
made certain lifetime transfers of, an interest in our common stock will be
required to include the value of the common stock in his gross estate for U.S.
federal estate tax purposes, and may be subject to U.S. federal estate tax
unless an applicable estate tax treaty provides otherwise.




                                      -7-
<PAGE>   12


                                  LEGAL MATTERS

         The validity of our common shares offered in this offering will be
passed upon for us by Cahill Gordon & Reindel, New York, New York.

                                     EXPERTS

         Our financial statements as of December 31, 1998 and 1999 and the
period from January 29, 1998 (inception) to December 31, 1998 and the year ended
December 31, 1999 have been incorporated herein and in the registration
statement of which this prospectus is a part in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated herein, and upon the
authority of said firm as experts in accounting and auditing.

         The statements of revenues and direct operating expenses of the 30%
interest in the Bay Marchand 2 Field, South Timbalier Block 26 for the nine
months ended December 31, 1998 and the year ended December 31, 1999, which we
acquired, have been incorporated herein and in the registration statement of
which this prospectus is a part in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated herein, and upon the
authority of said firm as experts in accounting and auditing.

         The statements of revenues and direct operating expenses of Ocean
Energy, Inc.'s 96.1% interest in the East Bay Complex for the three years ended
December 31, 1999, which we acquired, have been incorporated herein and in the
registration statement of which this prospectus is a part in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated
herein, and upon the authority of said firm as experts in accounting and
auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Commission under the Securities Act a
registration statement on Form S-8 with respect to the common stock offered
hereby. This prospectus, which constitutes part of the registration statement,
does not contain all the information set forth in the registration statement or
the exhibits and schedules which are part of the registration statement,
portions of which are omitted as permitted by the rules and regulations of the
Commission. Statements made in this prospectus regarding the contents of any
contract or other document are summaries of the material terms of the contract
or document. With respect to each contract or document filed as an exhibit to
the registration statement, reference is made to the corresponding exhibit. For
further information pertaining to us and the common stock offered hereby,
reference is made to the registration statement, including the exhibits and
schedules thereto, copies of which may be inspected without charge at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at certain of the regional offices of the Commission located at
Seven World Trade Center, Suite 1300, New York, New York 10048, and Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of all
or any portion of the registration statement may be obtained from the Commission
at prescribed rates. Information on the public reference facilities may be
obtained by calling the Commission at 1-800-SEC-0330. In addition, the
Commission maintains a web site that contains reports, proxy and information
statements and other information that is filed through the Commission's EDGAR
System. The web site can be accessed at http://www.sec.gov. Our common stock is
listed on the New York Stock Exchange, and reports, proxy statements and other
information concerning us can be inspected at the offices of the Exchange at 20
Broad Street, New York, New York 10005.

         We "incorporate by reference" information that we file with the
Commission, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and more recent information automatically
updates and supersedes more dated information contained or incorporated by
reference in this prospectus. Our Commission file number is 001-16179.



                                      -8-
<PAGE>   13


         We have previously filed the following documents with the Commission
and incorporate them by reference into this prospectus:

         (1)      our registration statement on Form S-1 (No. 333-42876) filed
                  October 24, 2000;

         (2)      our quarterly report on Form 10-Q filed November 30, 2000; and

         (3)      the description of our common stock contained in our
                  registration statement on Form 8-A filed October 17, 2000.

         All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference and a part of this
prospectus from the date such documents are filed.

         We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, on the written or
oral request of such person, a copy of any or all documents referred to above
which have been or may be incorporated by reference in this prospectus (not
including exhibits to such incorporated information that are not specifically
incorporated by reference into such information). Requests for such copies
should be directed to us at the following address: Energy Partners, Ltd., 201
St. Charles Avenue, Suite 3400, New Orleans, Louisiana 70170, Attention:
Corporate Secretary, telephone number: (504) 569-1875.




                                      -9-
<PAGE>   14


================================================================================



                             [ENERGY PARTNERS LOGO]






                                   ----------
                                   PROSPECTUS
                                   ----------






                         139,500 SHARES OF COMMON STOCK



                                FEBRUARY 20, 2001


================================================================================


<PAGE>   15


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

         Omitted pursuant to the instructions and provisions of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Omitted pursuant to the instructions and provisions of Form S-8.



                                      I-1
<PAGE>   16


          PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by EPL with the Commission are hereby
incorporated by reference in this registration statement:

         (1)      EPL's registration statement on Form S-1 (No. 333-42876) filed
                  October 24, 2000;

         (2)      EPL's quarterly report on Form 10-Q filed November 30, 2000;
                  and

         (3)      the description of EPL's Common Stock contained in EPL's
                  registration statement on Form 8-A filed October 17, 2000.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement 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.

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

General Corporation Law

         EPL is incorporated under the laws of the State of Delaware. Section
145 ("Section 145") of the General Corporation Law of the State of Delaware (the
"DGCL") as the same exists or may hereafter be amended, inter alia, provides
that a Delaware corporation may indemnify any persons who were, are or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify any persons who are, were or are threatened
to be made, a party to any threatened, pending or completed action or suit by or
in the right of the corporation by reasons of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, provided further that no
indemnification is permitted without judicial approval if the officer, director,
employee or agent is adjudged to be liable to the corporation. Where a present
or former director or officer is successful on the merits



                                      II-1
<PAGE>   17


or otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which such director or officer has
actually and reasonably incurred. Section 145 further authorizes a corporation
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, arising out of his status as such,
whether or not the corporation would have the power to indemnify him under
Section 145.

Certificate of Incorporation

         EPL's certificate of incorporation and bylaws provide for the
indemnification of directors, officers, employees and agents to the fullest
extent permitted by the DGCL. All of EPL's directors and officers will be
covered by insurance policies maintained by EPL against some liabilities for
actions taken in their capacities as such, including liabilities under the
Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         The exhibits to this registration statement are listed in the Exhibit
Index on page II-6 of this registration statement, which index is incorporated
herein by reference.

ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement: (i) to include any prospectus required by section
                  10(a)(3) of the Securities Act; (ii) to reflect in the
                  prospectus any facts or events arising after the effective
                  date of the registration statement (or the most recent
                  post-effective amendment thereof) which, individually or in
                  the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20% 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 paragraphs
                  (1)(i) and (1)(ii) do not apply if the information required to
                  be included in a post-effective amendment by 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 the registration
                  statement.

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



                                      II-2
<PAGE>   18


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

         (4)      That, for purposes of determining any liability under the
                  Securities Act, each filing of the Registrant's annual report
                  pursuant to section 13(a) or section 15(d) of the Exchange Act
                  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.

         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 person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                      II-3
<PAGE>   19


                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act, 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 New Orleans, State of Louisiana, on February 20,
2001.

                                         ENERGY PARTNERS, LTD.


                                         By:    /s/ RICHARD A. BACHMANN
                                            ---------------------------------
                                            Richard A. Bachmann
                                            Chairman, President and Chief
                                            Executive Officer


         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints Richard A. Bachmann and Suzanne V. Baer, or either of
them, his attorneys-in-fact and agents, each with full power of substitution and
resubstitution for him in any and all capacities, to sign any or all amendments
or post-effective amendments to this registration statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Commission, granting unto each of such attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his or her substitute or
substitutes may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
                 SIGNATURE                                        TITLE                               DATE
                 ---------                                        -----                               ----
<S>                                            <C>                                            <C>
       /s/ RICHARD A. BACHMANN                   Chairman, President and Chief Executive      February 20, 2001
----------------------------------------          Officer (Principal Executive Officer)
         Richard A. Bachmann

              /s/ SUZANNE V. BAER              Chief Financial Officer (Principal Financial   February 20, 2001
----------------------------------------                 and Accounting Officer)
         Suzanne V. Baer

           /s/ AUSTIN M. BEUTNER                                 Director                     February 20, 2001
----------------------------------------
         Austin M. Beutner

        /s/ JOHN C. BUMGARNER, JR.                               Director                     February 20, 2001
----------------------------------------
         John C. Bumgarner, Jr.

           /s/ HAROLD D. CARTER                                  Director                     February 20, 2001
----------------------------------------
         Harold D. Carter

          /s/ ROBERT D. GERSHEN                                  Director                     February 20, 2001
----------------------------------------
         Robert D. Gershen

           /s/ WILLIAM O. HILTZ                                  Director                     February 20, 2001
----------------------------------------
         William O. Hiltz

            /s/ EAMON M. KELLY                                   Director                     February 20, 2001
----------------------------------------
         Eamon M. Kelly

             /s/ JOHN G. PHILLIPS                                Director                     February 20, 2001
----------------------------------------
         John G. Phillips
</TABLE>


<PAGE>   20


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.       EXHIBIT
----------        -------
<S>               <C>

   3.1*           Restated Certificate of Incorporation of Energy Partners, Ltd.
                  dated as of November 16, 1999.

   3.2*           Amendment to Restated Certificate of Incorporation of Energy
                  Partners, Ltd. dated as of September 15, 2000 .

   3.3*           Amended and Restated Bylaws of Energy Partners, Ltd. dated as
                  of September 12, 2000.

   5.1            Opinion of Cahill Gordon & Reindel regarding the legality of
                  the securities being registered.

  23.1            Consent of KPMG LLP, Independent Accountants.

  23.2            Consent of Cahill Gordon & Reindel (included in Exhibit 5.1).

  24.1            Powers of Attorney authorizing execution of Registration
                  Statement on Form S-8 on behalf of certain officers and
                  directors of Energy Partners, Ltd. (included on the signature
                  page to this registration statement).

  99.1            2000 Long Term Stock Incentive Plan adopted on September 12,
                  2000.

  99.2*           2000 Stock Option Plan for Non-Employee Directors adopted on
                  September 12, 2000.

  99.3            Stock and Deferral Plan for Non-Employee Directors adopted on
                  September 12, 2000.
</TABLE>

----------

*        Incorporated herein by reference to Amendment No. 3 to the Form S-1
         Registration Statement (No. 333-42876) of the Registrant filed with the
         Commission on October 24, 2000.
[{"type": "S-8", "sequence": "1", "filename": "d84022s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 48957}]
{"company-data": {"conformed-name": "ENERGY PARTNERS LTD", "cik": "0000750199", "assigned-sic": "7389", "irs-number": "000000000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55940", "film-number": "1550669"}, "business-address": {"street1": "201 ST CHARLES AVENUE", "city": "NEW ORLEANS", "state": "LA", "zip": "70170", "phone": "5045691875"}, "mail-address": {"street1": "201 ST CHARLES AVENUE", "city": "NEW ORLEANS", "state": "LA", "zip": "70170"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 2001
                                                           REGISTRATION NO. 333-

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                              ENERGY PARTNERS, LTD.
             (Exact name of registrant as specified in its charter)
DELAWARE                                                           72-1409562
(State or other jurisdiction of incorporation or organization)                   (I.R.S. Employer Identification No.)

    201 ST. CHARLES AVENUE, SUITE 3400, NEW ORLEANS, LOUISIANA                                     70170
             (Address of Principal Executive Offices)                                           (Zip Code)
2000 LONG TERM STOCK INCENTIVE PLAN
               2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
               STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS
                  BONUS SHARES ISSUED BY ENERGY PARTNERS, LTD.
                           (Full title of the plans)
                                   ----------

                              RICHARD A. BACHMANN
                             ENERGY PARTNERS, LTD.
                       201 ST. CHARLES AVENUE, SUITE 3400
                          NEW ORLEANS, LOUISIANA 70170
                    (Name and address of agent for service)
                                 (504) 569-1875
         (Telephone number, including area code, of agent for service)

                                   With copies to:
               MAUREEN O'CONNOR SULLIVAN       JOHN SCHUSTER, ESQ.
               VICE PRESIDENT AND GENERAL    CAHILL GORDON & REINDEL
                        COUNSEL                   80 PINE STREET
                 ENERGY PARTNERS, LTD.          NEW YORK, NEW YORK
             201 ST. CHARLES AVENUE, SUITE            10005
                          3400                    (212) 701-3000
              NEW ORLEANS, LOUISIANA 70170
                     (504) 569-1875
                                   ----------

                         CALCULATION OF REGISTRATION FEE
PROPOSED
                                                                                 MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
                                                               AMOUNT TO BE  OFFERING PRICE  AGGREGATE OFFERING   REGISTRATION
          TITLE OF SECURITIES TO BE REGISTERED                 REGISTERED(1)    PER SHARE          PRICE              FEE
=========================================================      ============= ==============  ==================   ============
Common stock, par value $0.01 per share, of Energy
   Partners, Ltd.

    Issuable pursuant to options previously granted under           543,626    $  10.57        $ 5,746,127(2)      $  1,437
       the 2000 Long Term Stock Incentive Plan

    Issuable pursuant to options to be granted under the          2,083,504    $  11.70        $24,376,996(3)      $  6,094
       2000 Long Term Stock Incentive Plan

    Issuable pursuant to options previously granted under            28,000    $  15.00        $   420,000(4)      $    105
       the 2000 Stock Option Plan for Non-Employee
       Directors

    Issuable pursuant to options to be granted under the            222,000    $  11.70        $ 2,597,400(3)      $    649
       2000 Stock Option Plan for Non-Employee Directors

    Issuable pursuant to the Stock and Deferral Plan for            100,000    $  11.70        $ 1,170,000(3)      $    293
       Non-Employee Directors

    Bonus shares                                                    139,500    $  15.00        $ 2,092,500(4)      $    523

Total                                                             3,116,630                    $36,403,023         $  9,101
----------

(1)      In addition, pursuant to Rule 416 under the Securities Act, this
         registration statement will cover such indeterminate number of shares
         of common stock of Energy Partners, Ltd. that may be issued in respect
         of stock splits, stock dividends and similar transactions.

(2)      Calculated based on a weighted average exercise price of approximately
         $10.57 per share pursuant to Rule 457(h) under the Securities Act.

(3)      Estimated solely for the purposes of computing the amount of the
         registration fee under Rules 457(c) and (h) of the Securities Act based
         on the average of the high and low prices of the common stock reported
         in the consolidated reporting system by The New York Stock Exchange as
         of February 15, 2001.

(4)      Calculated based on a weighted average exercise price of $15.00 per
         share pursuant to Rule 457(h) under the Securities Act.
2

                                EXPLANATORY NOTE

         This registration statement contains two parts. The first part contains
a prospectus prepared in accordance with the requirements of Part I of Form S-3
(pursuant to General Instruction C to Form S-8) which covers offers and sales by
certain shareholders of shares of common stock, par value $0.01 per share (the
"Common Stock"), of Energy Partners, Ltd. ("EPL" or the "Registrant") comprised
of bonus shares of Common Stock issued by EPL to certain employees of EPL (the
"Bonus Shares").

         The second part contains "Information Required in the Registration
Statement" pursuant to Part II of Form S-8. Pursuant to the Note to Part I of
Form S-8, the information relating to the shares issuable in connection with
options or rights to acquire shares of Common Stock granted or to be granted
under EPL's 2000 Long Term Stock Incentive Plan, 2000 Stock Option Plan for
Non-Employee Directors and Stock and Deferral Plan for Non-Employee Directors
specified by Part I is not filed with the Securities and Exchange Commission
(the "Commission"), but documents containing such information have been or will
be sent or given to employees as specified by Rule 428(b)(1). Such document(s)
are not being filed with the Commission but constitute (along with the documents
incorporated by reference into the registration statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
3

PROSPECTUS

                             [ENERGY PARTNERS LOGO]

                         139,500 SHARES OF COMMON STOCK

                                   ----------

         Certain of our shareholders are using this offer prospectus to offer
shares of our common stock that we issued to them. These shareholders may
include "affiliates," as defined in Rule 405 under the Securities Act of 1933,
as amended.

         We expect that sales made pursuant to this offer prospectus will be
made:

         o        in broker's transactions;

         o        in transactions directly with market makers; or

         o        in negotiated sales or otherwise.

         The selling shareholders will determine when they will sell their
shares, and in all cases they will sell their shares at the current market price
or at prices negotiated at the time of the sale. We will not receive any
proceeds from these sales.

         The brokers and dealers the selling shareholders utilize in selling
these shares may receive compensation in the form of underwriting discounts,
concessions or commissions from the sellers or purchasers of the shares. Any
compensation may exceed customary commissions. The selling shareholders and the
brokers and dealers they utilize may be deemed to be "underwriters" within the
meaning of the securities laws, and any commissions received and any profits
realized by them on the sale of shares may be considered to be underwriting
compensation.

         Our common stock is listed on The New York Stock Exchange under the
symbol "EPL." On February 16, 2001, the last reported sale price of our common
stock as reported on The New York Stock Exchange was $11.00 per share.

                                   ----------
THIS INVESTMENT INVOLVES RISKS. SEE THE RISK FACTORS SECTION ON PAGE 1.

                                   ----------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                   ----------

This prospectus is dated February 20, 2001.
4

                                TABLE OF CONTENTS
PAGE
                                                                                             ----
RISK FACTORS.....................................................................................1
OUR COMPANY......................................................................................2
SELLING SHAREHOLDERS.............................................................................3
PLAN OF DISTRIBUTION.............................................................................4
USE OF PROCEEDS..................................................................................4
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR
   COMMON STOCK..................................................................................5
LEGAL MATTERS....................................................................................8
EXPERTS..........................................................................................8
WHERE YOU CAN FIND MORE INFORMATION..............................................................8
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCE IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE HEREOF
OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.

                                      -i-
5

                                  RISK FACTORS

         We incorporate the risk factors relating to our common stock by
reference to our registration statement on Form S-1 (No. 333-42876) filed
October 24, 2000 and the documents referred to in "Where You Can Find More
Information."

                                      -1-
6

                                   OUR COMPANY

         This summary highlights information incorporated by reference in this
prospectus. You should read this entire prospectus and the information
incorporated by reference in this prospectus carefully, including "Risk Factors"
and our financial statements and the notes to those financial statements. We
have provided definitions for some of the oil and natural gas terms used in this
prospectus in the "Glossary of Oil and Natural Gas Terms" incorporated by
reference in this prospectus.

ABOUT ENERGY PARTNERS, LTD.

         Founded in 1998, we are an independent oil and natural gas exploration
and production company based in New Orleans, Louisiana. Our operations are
focused in the shallow to moderate depth waters of the central region of the
Gulf of Mexico Shelf.

OUR EXECUTIVE OFFICES

         Our principal executive offices are located at 201 St. Charles Avenue,
Suite 3400, New Orleans, Louisiana 70170. Our telephone number is (504)
569-1875. Our Internet address on the World Wide Web is www.eplweb.com.
Information on our web site does not constitute part of this prospectus.

                                      -2-
7

                              SELLING SHAREHOLDERS

         The shares of common stock offered in this prospectus are being
registered for offers and sales by certain employees of ours who own shares of
our common stock issued by us (the "Bonus Shares"), hereinafter collectively
referred to as the "selling shareholders".

         We do not know whether any of the selling shareholders will use this
prospectus in connection with the offer or sale of any shares of our common
stock or, if this prospectus is so used, how many shares of our common stock
will be offered or sold.

         The following list represents, as of the date of this prospectus, the
individuals who have acquired Bonus Shares, each of whom beneficially owns less
than 1% of the shares being offered pursuant to the registration statement of
which this prospectus is a part: W. Louis Belanger, Jr.; Tiffany J. Beninate;
Robert R. Byars; Jamie Jo Caravella; Jan M. Childress; Judith S. Christensen;
Frank W. Currow, Jr.; Michael P. Coleman; Thomas D. De Brock; Alan C.
Dillahunty; Jo Ann Duhe; W. Neel Fallis; Larry R. Gray; Kindal S. Johnson;
Christine W. Krig; Lisa Z. LaHoste; Joseph H. LeBlanc; Roger S. Lowe; Cynthia P.
Lowrance; Robert A. Martt; Glenn B. Maxwell; Barbara A. Meyer; Thomas O. Meyer;
Kendall J. Meyers; Robert G. Murphy; Roddy A. Norvell; David Nugent; Lori F.
Oramous; Wilfred J. Rockenbaugh, Jr.; Kenneth P. Smith; Sidney W. Sullivan;
Deborah A. Summers; Lois T. Tibbs; Maurice A. Trosclair; L Keith Vincent; and
Philip Zanco, III. Each of these individuals are non-officer employees except
for Joseph H. LeBlanc who is assistant treasurer, Kenneth P. Smith who is
treasurer and L. Keith Vincent who is vice president, land. The inclusion in the
preceding list of the individuals named therein who have acquired Bonus Shares
shall not be deemed to be an admission that any such individual is an
"affiliate" of ours.

                                      -3-
8

                              PLAN OF DISTRIBUTION

         The selling shareholders may sell registered shares of our common stock
in any of the following ways:

         o        through dealers;

         o        through agents; or

         o        directly to one or more purchasers.

         The distribution of shares of our common stock may be effected from
time to time in one or more transactions (which may involve crosses or block
transactions)

         o        on The New York Stock Exchange in transactions pursuant to and
                  in accordance with the rules of such exchanges,

         o        in the over-the-counter market, or

         o        in transactions other than on such exchanges or in the
                  over-the-counter market, or a combination of such
                  transactions.

         Any such transaction may be effected at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices. The selling shareholders may effect such transactions
by selling shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling shareholders and/or commissions from purchasers of shares of our
common stock for whom they may act as agent. The selling shareholders and any
broker-dealers or agents that participate in the distribution of shares of our
common stock by them might be deemed to be underwriters, and any discounts,
commissions or concessions received by any such broker-dealers or agents might
be deemed to be underwriting discounts and commissions, under the Securities
Act. Affiliates of one or more selling shareholders may act as principal or
agent in connection with the offer or sale of shares of our common stock by the
selling shareholders.

         The amount of securities to be offered or sold by means of this
prospectus, by each person, and any other person with whom he or she is acting
in concert for the purpose of selling our securities, may not exceed, during any
three-month period, the amount specified in Rule 144(e) under the Securities
Act. Any securities covered by the prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under that rule rather than
pursuant to this prospectus.

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the offer and sale of the
shares of our common stock by the selling shareholders.

                                      -4-
9

                 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
                    FOR NON-U.S. HOLDERS OF OUR COMMON STOCK

GENERAL

         The following discussion summarizes the U.S. federal income and estate
tax consequences of the ownership and disposition of our common stock by a
beneficial owner thereof that is a non-U.S. holder. A non-U.S. holder is a
person or entity that, for U.S. federal income tax purposes, is a non-resident
alien individual, a foreign corporation or a foreign estate or trust.

         This discussion is based on the Internal Revenue Code of 1986, as
amended, and administrative interpretations as of the date of this prospectus,
all of which are subject to change, including changes with retroactive effect.
This discussion does not address all aspects of U.S. federal income and estate
taxation that may be relevant to non-U.S. holders, including non-U.S. holders
who are pass-through entities, in light of their particular circumstances and
does not address any tax consequences arising under the laws of any state, local
or foreign jurisdiction. Prospective holders of our common stock should consult
their tax advisors with respect to the particular tax consequences to them of
owning and disposing of our common stock, including the consequences under the
laws of any state, local or foreign jurisdiction.

DIVIDENDS

         Subject to the discussion below, dividends paid to a non-U.S. holder of
our common stock generally will be subject to withholding tax at a 30% rate or a
lower rate as may be specified by an applicable income tax treaty. For purposes
of determining whether tax is to be withheld at a 30% rate or at a reduced rate
as specified by an income tax treaty, we ordinarily will presume that dividends
paid on or before December 31, 2000 to an address in a foreign country are paid
to a resident of that country absent knowledge that this presumption is not
warranted.

         For dividends paid after December 31, 2000, in order to obtain a
reduced rate of withholding under an income tax treaty a non-U.S. holder will
generally be required to provide a U.S. Internal Revenue Service Form W-8BEN
certifying the non-U.S. holder's entitlement to benefits under an applicable
income tax treaty. Special rules determine whether, for purposes of determining
the applicability of an income tax treaty, dividends paid to a non-U.S. holder
that is an entity should be treated as paid to the entity or those holding an
interest in the entity.

         No withholding tax applies to dividends paid to a non-U.S. holder that
are effectively connected with the non-U.S. holder's conduct of a trade or
business within the United States if an Internal Revenue Service Form W-8ECI
stating that the dividends are so connected is filed with us or our paying
agent. Instead, the effectively connected dividends will be subject to regular
U.S. income tax in the same manner as if the non-U.S. holder were a U.S.
resident unless an applicable income tax treaty exemption applies. A non-U.S.
corporation receiving effectively connected dividends may also be subject to an
additional branch profits tax. This tax is imposed, under some circumstances, at
a rate of 30%, or a lower rate as may be specified by an applicable income tax
treaty, of the non-U.S. corporation's effectively connected earnings and
profits, subject to certain adjustments.

         Generally, we must report to the U.S. Internal Revenue Service the
amount of dividends paid, the name and address of the recipient, and the amount,
if any, of tax withheld. A similar report is sent to the recipient of the
dividend. Pursuant to income tax treaties or some other agreements, the U.S.
Internal Revenue Service may make its reports available to tax authorities in
the recipient's country of residence.

         Dividends paid to a non-U.S. holder at an address within the U.S. may
be subject to backup withholding imposed at a rate of 31% if the non-U.S. holder
fails to establish that it is entitled to an exemption from backup withholding
or to provide a correct taxpayer identification number and some other
information to us or our paying agent.

                                      -5-
10

         We do not anticipate paying any cash or dividends on our common stock
in the future.

GAIN ON DISPOSITION OF OUR COMMON STOCK

         A non-U.S. holder generally will not be subject to U.S. federal income
tax with respect to gain realized on a sale or other disposition of our common
stock unless:

         o        the gain is effectively connected with a trade or business of
                  the non-U.S. holder in the United States;

         o        in the case of a non-U.S. holder who is a non-resident alien
                  individual and who holds the common stock as a capital asset,
                  this individual is present in the United States for 183 or
                  more days in the taxable year of the disposition;

         o        the non-U.S. holder is subject to tax pursuant to the
                  provisions of the Internal Revenue Code regarding the taxation
                  of U.S. expatriates; or

         o        we are or have been a U.S. real property holding corporation
                  within the meaning of Section 897(c)(2) of the Internal
                  Revenue Code at any time within the shorter of the five-year
                  period preceding the sale or disposition or the period during
                  which the non-U.S. holder has held the common stock.

         We believe that it is likely that we are, or will be treated as, a
United States real property holding corporation within the meaning of Section
897(c)(2) of the Internal Revenue Code. Even if we are treated as a United
States real property holding corporation, gain realized by a non-U.S. holder on
a disposition of our common stock will not be subject to a U.S. federal income
tax so long as:

         o        the non-U.S. holder at all times is deemed to have
                  beneficially owned no more than 5% of the common stock, taking
                  into account for this purpose certain constructive ownership
                  rules; and

         o        our common stock at all times is regularly traded on an
                  established securities market, within the meaning of Section
                  897(c)(3) of the Code and the Treasury Regulations thereunder.

         There can be no assurance that our common stock qualifies or will
continue to qualify as regularly traded on an established securities market.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING ON DISPOSITION OF OUR
COMMON STOCK

         Under current U.S. federal income tax law, information reporting and
backup withholding imposed at a rate of 31% will apply to the proceeds of a
disposition of our common stock effected by or through a U.S. office of a broker
unless the disposing holder certifies as to its non-U.S. status or otherwise
establishes an exemption from withholding. Generally, U.S. information reporting
and backup withholding will not apply to a payment of disposition proceeds where
the transaction is effected outside the U.S. through a non-U.S. office of a
non-U.S. broker. However, U.S. information reporting requirements, but not
backup withholding, will apply to a payment of disposition proceeds where the
transaction is effected outside the United States by or through a non-U.S.
office of a broker that is either:

         o        a U.S. person;

         o        a foreign person which derives 50% or more of its gross income
                  for certain periods from the conduct of a trade or business in
                  the United States;

                                      -6-
11

         o        a controlled foreign corporation for U.S. federal income tax
                  purposes; or

         o        in the case of payments made after December 31, 2000, a
                  foreign partnership with certain connections to the United
                  States, in each case unless the broker has documentary
                  evidence that the holder is a non-U.S. holder and that some
                  conditions are met or that the holder otherwise established an
                  exemption from withholding.

         Backup withholding is not an additional tax. Rather, the tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the U.S.
Internal Revenue Service.

FEDERAL ESTATE TAX

         An individual non-U.S. holder who is treated as the owner of, or has
made certain lifetime transfers of, an interest in our common stock will be
required to include the value of the common stock in his gross estate for U.S.
federal estate tax purposes, and may be subject to U.S. federal estate tax
unless an applicable estate tax treaty provides otherwise.

                                      -7-
12

                                  LEGAL MATTERS

         The validity of our common shares offered in this offering will be
passed upon for us by Cahill Gordon & Reindel, New York, New York.

                                     EXPERTS

         Our financial statements as of December 31, 1998 and 1999 and the
period from January 29, 1998 (inception) to December 31, 1998 and the year ended
December 31, 1999 have been incorporated herein and in the registration
statement of which this prospectus is a part in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated herein, and upon the
authority of said firm as experts in accounting and auditing.

         The statements of revenues and direct operating expenses of the 30%
interest in the Bay Marchand 2 Field, South Timbalier Block 26 for the nine
months ended December 31, 1998 and the year ended December 31, 1999, which we
acquired, have been incorporated herein and in the registration statement of
which this prospectus is a part in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated herein, and upon the
authority of said firm as experts in accounting and auditing.

         The statements of revenues and direct operating expenses of Ocean
Energy, Inc.'s 96.1% interest in the East Bay Complex for the three years ended
December 31, 1999, which we acquired, have been incorporated herein and in the
registration statement of which this prospectus is a part in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated
herein, and upon the authority of said firm as experts in accounting and
auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Commission under the Securities Act a
registration statement on Form S-8 with respect to the common stock offered
hereby. This prospectus, which constitutes part of the registration statement,
does not contain all the information set forth in the registration statement or
the exhibits and schedules which are part of the registration statement,
portions of which are omitted as permitted by the rules and regulations of the
Commission. Statements made in this prospectus regarding the contents of any
contract or other document are summaries of the material terms of the contract
or document. With respect to each contract or document filed as an exhibit to
the registration statement, reference is made to the corresponding exhibit. For
further information pertaining to us and the common stock offered hereby,
reference is made to the registration statement, including the exhibits and
schedules thereto, copies of which may be inspected without charge at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at certain of the regional offices of the Commission located at
Seven World Trade Center, Suite 1300, New York, New York 10048, and Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of all
or any portion of the registration statement may be obtained from the Commission
at prescribed rates. Information on the public reference facilities may be
obtained by calling the Commission at 1-800-SEC-0330. In addition, the
Commission maintains a web site that contains reports, proxy and information
statements and other information that is filed through the Commission's EDGAR
System. The web site can be accessed at http://www.sec.gov. Our common stock is
listed on the New York Stock Exchange, and reports, proxy statements and other
information concerning us can be inspected at the offices of the Exchange at 20
Broad Street, New York, New York 10005.

         We "incorporate by reference" information that we file with the
Commission, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and more recent information automatically
updates and supersedes more dated information contained or incorporated by
reference in this prospectus. Our Commission file number is 001-16179.

                                      -8-
13

         We have previously filed the following documents with the Commission
and incorporate them by reference into this prospectus:

         (1)      our registration statement on Form S-1 (No. 333-42876) filed
                  October 24, 2000;

         (2)      our quarterly report on Form 10-Q filed November 30, 2000; and

         (3)      the description of our common stock contained in our
                  registration statement on Form 8-A filed October 17, 2000.

         All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference and a part of this
prospectus from the date such documents are filed.

         We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, on the written or
oral request of such person, a copy of any or all documents referred to above
which have been or may be incorporated by reference in this prospectus (not
including exhibits to such incorporated information that are not specifically
incorporated by reference into such information). Requests for such copies
should be directed to us at the following address: Energy Partners, Ltd., 201
St. Charles Avenue, Suite 3400, New Orleans, Louisiana 70170, Attention:
Corporate Secretary, telephone number: (504) 569-1875.

                                      -9-
14

================================================================================

                             [ENERGY PARTNERS LOGO]

                                   ----------
                                   PROSPECTUS
                                   ----------

                         139,500 SHARES OF COMMON STOCK

                                FEBRUARY 20, 2001

================================================================================
15

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

         Omitted pursuant to the instructions and provisions of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Omitted pursuant to the instructions and provisions of Form S-8.

                                      I-1
16

          PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by EPL with the Commission are hereby
incorporated by reference in this registration statement:

         (1)      EPL's registration statement on Form S-1 (No. 333-42876) filed
                  October 24, 2000;

         (2)      EPL's quarterly report on Form 10-Q filed November 30, 2000;
                  and

         (3)      the description of EPL's Common Stock contained in EPL's
                  registration statement on Form 8-A filed October 17, 2000.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement 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.

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

General Corporation Law

         EPL is incorporated under the laws of the State of Delaware. Section
145 ("Section 145") of the General Corporation Law of the State of Delaware (the
"DGCL") as the same exists or may hereafter be amended, inter alia, provides
that a Delaware corporation may indemnify any persons who were, are or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify any persons who are, were or are threatened
to be made, a party to any threatened, pending or completed action or suit by or
in the right of the corporation by reasons of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, provided further that no
indemnification is permitted without judicial approval if the officer, director,
employee or agent is adjudged to be liable to the corporation. Where a present
or former director or officer is successful on the merits

                                      II-1
17

or otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which such director or officer has
actually and reasonably incurred. Section 145 further authorizes a corporation
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, arising out of his status as such,
whether or not the corporation would have the power to indemnify him under
Section 145.

Certificate of Incorporation

         EPL's certificate of incorporation and bylaws provide for the
indemnification of directors, officers, employees and agents to the fullest
extent permitted by the DGCL. All of EPL's directors and officers will be
covered by insurance policies maintained by EPL against some liabilities for
actions taken in their capacities as such, including liabilities under the
Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         The exhibits to this registration statement are listed in the Exhibit
Index on page II-6 of this registration statement, which index is incorporated
herein by reference.

ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement: (i) to include any prospectus required by section
                  10(a)(3) of the Securities Act; (ii) to reflect in the
                  prospectus any facts or events arising after the effective
                  date of the registration statement (or the most recent
                  post-effective amendment thereof) which, individually or in
                  the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20% 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 paragraphs
                  (1)(i) and (1)(ii) do not apply if the information required to
                  be included in a post-effective amendment by 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 the registration
                  statement.

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

                                      II-2
18

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

         (4)      That, for purposes of determining any liability under the
                  Securities Act, each filing of the Registrant's annual report
                  pursuant to section 13(a) or section 15(d) of the Exchange Act
                  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.

         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 person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
19

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act, 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 New Orleans, State of Louisiana, on February 20,
2001.

                                         ENERGY PARTNERS, LTD.

                                         By:    /s/ RICHARD A. BACHMANN
                                            ---------------------------------
                                            Richard A. Bachmann
                                            Chairman, President and Chief
                                            Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints Richard A. Bachmann and Suzanne V. Baer, or either of
them, his attorneys-in-fact and agents, each with full power of substitution and
resubstitution for him in any and all capacities, to sign any or all amendments
or post-effective amendments to this registration statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Commission, granting unto each of such attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his or her substitute or
substitutes may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE                                        TITLE                               DATE
                 ---------                                        -----                               ----
/s/ RICHARD A. BACHMANN                   Chairman, President and Chief Executive      February 20, 2001
----------------------------------------          Officer (Principal Executive Officer)
         Richard A. Bachmann

              /s/ SUZANNE V. BAER              Chief Financial Officer (Principal Financial   February 20, 2001
----------------------------------------                 and Accounting Officer)
         Suzanne V. Baer

           /s/ AUSTIN M. BEUTNER                                 Director                     February 20, 2001
----------------------------------------
         Austin M. Beutner

        /s/ JOHN C. BUMGARNER, JR.                               Director                     February 20, 2001
----------------------------------------
         John C. Bumgarner, Jr.

           /s/ HAROLD D. CARTER                                  Director                     February 20, 2001
----------------------------------------
         Harold D. Carter

          /s/ ROBERT D. GERSHEN                                  Director                     February 20, 2001
----------------------------------------
         Robert D. Gershen

           /s/ WILLIAM O. HILTZ                                  Director                     February 20, 2001
----------------------------------------
         William O. Hiltz

            /s/ EAMON M. KELLY                                   Director                     February 20, 2001
----------------------------------------
         Eamon M. Kelly

             /s/ JOHN G. PHILLIPS                                Director                     February 20, 2001
----------------------------------------
         John G. Phillips
20

                                  EXHIBIT INDEX
EXHIBIT NO.       EXHIBIT
----------        -------
3.1*           Restated Certificate of Incorporation of Energy Partners, Ltd.
                  dated as of November 16, 1999.

   3.2*           Amendment to Restated Certificate of Incorporation of Energy
                  Partners, Ltd. dated as of September 15, 2000 .

   3.3*           Amended and Restated Bylaws of Energy Partners, Ltd. dated as
                  of September 12, 2000.

   5.1            Opinion of Cahill Gordon & Reindel regarding the legality of
                  the securities being registered.

  23.1            Consent of KPMG LLP, Independent Accountants.

  23.2            Consent of Cahill Gordon & Reindel (included in Exhibit 5.1).

  24.1            Powers of Attorney authorizing execution of Registration
                  Statement on Form S-8 on behalf of certain officers and
                  directors of Energy Partners, Ltd. (included on the signature
                  page to this registration statement).

  99.1            2000 Long Term Stock Incentive Plan adopted on September 12,
                  2000.

  99.2*           2000 Stock Option Plan for Non-Employee Directors adopted on
                  September 12, 2000.

  99.3            Stock and Deferral Plan for Non-Employee Directors adopted on
                  September 12, 2000.
----------

*        Incorporated herein by reference to Amendment No. 3 to the Form S-1
         Registration Statement (No. 333-42876) of the Registrant filed with the
         Commission on October 24, 2000.