<HTML>
<HEAD>
<TITLE>sv8</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt">As filed with the Securities and Exchange Commission on April&nbsp;1, 2004



<P align="right" style="font-size: 10pt">Registration No.&nbsp;333-_____


<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM S-8</B>

<DIV align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933</B></DIV>



<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">


<P align="center" style="font-size: 24pt"><B>ENERGYSOUTH, INC.</B>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>



<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="65%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">ALABAMA<BR>
(State of Incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">58-2358943<BR>
(I.R.S. Employer Identification No.)</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">2828 Dauphin Street<BR>
Mobile, Alabama 36606<BR>
(251)&nbsp;450-4774<BR>
(Address, including zip code, and telephone number, including area code, of<BR>
registrant&#146;s principal executive offices)



<P align="center" style="font-size: 10pt">SECOND AMENDED AND RESTATED ENERGYSOUTH, INC.<BR>
NON-EMPLOYEE DIRECTORS DEFERRED FEE PLAN<BR>
(full title of the Plan)



<P align="center" style="font-size: 10pt">JOHN S. DAVIS<BR>
<I>President</I><BR>
2828 Dauphin Street<BR>
Mobile, Alabama 36606<BR>
Telephone: (251)&nbsp;450-4774<BR>
(Name, address, including zip code, and telephone number, including area code,<BR>
of agent for service)



<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">



<P align="center" style="font-size: 10pt"><I>Copies of all communications to:</I><BR>
E. B. PEEBLES III<BR>
Armbrecht Jackson LLP<BR>
63 South Royal Street, Suite&nbsp;1300<BR>
Mobile, Alabama 36602<BR>
(251)&nbsp;405-1300



<P align="center" style="font-size: 10pt">CALCULATION OF REGISTRATION FEE



<P align="left" style="font-size: 10pt"><HR align="left" size="2" noshade width="100%">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="26%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Title of each class of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>securities to be registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>offering price per share</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>aggregate offering price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of registration fee</B></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR style="font-size: 1px">
    <TD colspan="17" valign="top" align="left"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Deferred<BR>
Compensation<BR>
Obligations (1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">2,058,600.00</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">100</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">2,058,600.00</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">260.82</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="17" valign="top" align="left"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common Stock, $.01
par value (2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top">60,000 shares (3)
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">34.31</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">2,058,600.00</TD>
    <TD nowrap valign="top">(4)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">260.82</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Deferred Compensation Obligations are unsecured obligations of
EnergySouth, Inc. to pay deferred compensation in accordance with the
terms of the Plan.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Deferred Compensation Obligations registered hereby must be fulfilled
in Common Stock; accordingly, there also being registered hereunder 60,000 shares of Common Stock. Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the &#147;Securities Act&#148;), this Registration Statement
covers an indeterminate amount of securities to be offered or issued
pursuant to the antidilution provisions of the Plan described herein.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The number of shares of Common Stock registered is the estimate of the
number of shares of Common Stock of EnergySouth, Inc. issuable during the
operation of the Plan.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee; in
accordance with Rule&nbsp;457(c), calculated on the basis of average of high
and low prices for shares of common stock, $.01 par value per share, of
EnergySouth, Inc. on the NASDAQ National Market on March&nbsp;30, 2004.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">Exhibit&nbsp;Index Page 10


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">PART I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">PART II</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;3: Incorporation of Documents by Reference.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;4: Description of Securities.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;5: Interest of Named Experts and Counsel</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;6: Indemnification of Directors and Officers.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;7: Exemption from Registration Claimed.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#009">Item&nbsp;8: Exhibits.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">Signatures</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011">POWER OF ATTORNEY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#012">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="d14138exv5.htm">Opinion and Consent of Ambrecht Jackson LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="d14138exv23w2.htm">Independent Auditors' Consent</A></TD></TR>
<TR><TD colspan="9"><A HREF="d14138exv99w1.htm">2nd Amended/Restated Non-Employee Directors Plan</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>






<!-- link1 "PART I" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART I</B>


<!-- link1 "INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A form of prospectus meeting the requirements of Part&nbsp;I of Form S-8 and
containing the statement required by Item&nbsp;2 of Form S-8 has been prepared.
Such form of prospectus is not included in this Registration Statement but will
be delivered to all participants in the Plan pursuant to Rule&nbsp;428(b)(1) under
the Securities Act of 1933, as amended (the &#147;Securities Act&#148;).

<!-- link1 "PART II" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART II</B>


<!-- link1 "INFORMATION REQUIRED IN THE REGISTRATION STATEMENT" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


<!-- link2 "Item&nbsp;3: Incorporation of Documents by Reference." -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;3: Incorporation of Documents by Reference.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part
hereof:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;the Registrant&#146;s latest Annual Report on Form 10-K, for the fiscal
year ended September&nbsp;30, 2003.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (&#147;Exchange Act&#148;) since September
30, 2003.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;the Registrant&#146;s definitive proxy statement filed pursuant to Section
14 of the Exchange Act in connection with the Registrant&#146;s January&nbsp;30, 2004
annual meeting of shareholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;the description of the Registrant&#146;s $.01 par value common stock
contained in a registration statement filed under Section&nbsp;12 of the Exchange
Act, including any amendment or reports filed for the purpose of updating such
description.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities offered hereby then unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.

<!-- link2 "Item&nbsp;4: Description of Securities." -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;4: Description of Securities.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The deferred compensation obligations of EnergySouth, Inc. (the &#147;Company&#148;)
registered hereunder (the &#147;Obligations&#148;) are unsecured general obligations of
the Company to pay deferred compensation in the form of common stock of the
Company (the &#147;Common Stock&#148;) to non-employee directors of the Company who elect
to participate, in accordance with the terms and conditions of the Second
Amended and Restated EnergySouth, Inc. Non-Employee Directors Deferred Fee Plan
(the &#147;Plan&#148;). The following discussion of the Plan is not a complete
description of the Plan and is qualified in its entirety by the full text of
the Plan. The filing of this Registration Statement on Form S-8 is not,


<P align="center" style="font-size: 10pt">2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">and should not be construed as, an admission that the Obligations constitute
securities as defined by any applicable federal, state or local law, or that
registration of the Obligations is required under any such law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan is a nonqualified deferred compensation plan available to each
director of the Company who is not an employee of the Company or any of its
subsidiaries. Under the Plan, the Company provides each such director with the
opportunity to defer receipt of fees to be paid to such director for services
as a member of the Board of Directors of the Company. A director who enrolls
in the Plan may elect to have the deferred compensation credited in the form of
phantom stock, among other investment options. Amounts deferred by a director
making such an election (a &#147;Participant&#148;) are credited as phantom stock to
deferred compensation accounts maintained on behalf of the Participant, and
payments from the Plan to satisfy Obligations to such a Participant will be
made in shares of Common Stock, which are also registered hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has established a non-qualified grantor trust, commonly known
as a &#147;rabbi trust,&#148; to assist in meeting obligations under the Plan (the
&#147;Trust&#148;). The assets held in the Trust are intended to be used to pay benefits
payable under the Plan, but are subject to the claims of general creditors of
the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A Participant&#146;s rights to any amount credited to his or her accounts may
not be sold, transferred, assigned, pledged, attached or otherwise encumbered
by the Participant and may only pass upon the Participant&#146;s death pursuant to a
beneficiary designation made by Participant in accordance with the terms of the
Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has reserved the right to amend the Plan at any time, except
that no such amendment shall adversely affect the right of each Participant to
the amounts credited to his or her deferred compensation account as of the date
of the amendment.

<!-- link2 "Item&nbsp;5: Interest of Named Experts and Counsel" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;5: Interest of Named Experts and Counsel</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain legal matters with respect to the Plan and in connection with the
issuance of Common Stock pursuant thereto have been passed upon for the
Registrant by Armbrecht Jackson LLP. Partners in such law firm who
participated in the representation of the Registrant and their spouses
beneficially owned 20,469 shares of Common Stock as of March&nbsp;30, 2004.

<!-- link2 "Item&nbsp;6: Indemnification of Directors and Officers." -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;6: Indemnification of Directors and Officers.</B>


<P align="center" style="font-size: 10pt">(a)



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sections&nbsp;10-2B-8.51 et seq. of the Alabama Code provides the following
with respect to indemnification of a director or officer:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#167; 10-2B-8.51. <I>Authority to indemnify.</I>


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(a)&nbsp;Except as provided in subsection (d), a corporation may
indemnify an individual made a party to a proceeding because he or
she is or was a director against liability incurred in the
proceeding if:


<P align="center" style="font-size: 10pt">3
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(1)&nbsp;The individual conducted himself or herself in good faith; and


<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(2)&nbsp;The individual reasonably believed:


<P align="left" style="margin-left: 9%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(i)&nbsp;In the case of conduct in his or her official
capacity with the corporation, that the conduct was in
its best interests;and


<P align="left" style="margin-left: 9%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(ii)&nbsp;In all other cases, that the conduct was at
least not opposed to its best interests; and


<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(3)&nbsp;In the case of any criminal proceeding, the individual
had no reasonable cause to believe his or her conduct was
unlawful.


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(b)&nbsp;A director&#146;s conduct with respect to an employee benefit plan
for a purpose he or she reasonably believed to be in the interests
of the participants in, and beneficiaries of the plan is conduct
that satisfies the requirement of subsection (a)(2)(ii).


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(c)&nbsp;The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did
not meet the standard of conduct described in this section.


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(d)&nbsp;A corporation may not indemnify a director under this section:


<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(1)&nbsp;In connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to
the corporation; or


<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(2)&nbsp;In connection with any other proceeding charging
improper personal benefit to the director, whether or not
involving action in his or her official capacity, in which
the director was adjudged liable on the basis that personal
benefit was improperly received by him or her.


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(e)&nbsp;Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation is limited
to reasonable expenses incurred in connection with the proceeding.


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">&#167; 10-2B-8.52. <I>Mandatory indemnification.</I>


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">A corporation shall indemnify a director who was successful, on
the merits or otherwise, in the defense of any proceeding, or of
any claim, issue or matter in such proceeding, here he or she was
a party because he or she is or was a director of the corporation,
against reasonable expenses incurred in connection therewith,
notwithstanding that he or she was not successful on any other
claim, issue or matter in any such proceeding.


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">&#167; 10-2B-8.55. <I>Determination and authorization of indemnification.</I>


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(a)&nbsp;A corporation may not indemnify a director under Section
10-2B-8.51 unless authorized in the specific case after a
determination has been made that indemnification of the director
is permissible in the circumstances because the director has met
the standard of conduct set forth in Section&nbsp;10-2B-8.51.


<P align="center" style="font-size: 10pt">4
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The determination shall be made:


<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(1)&nbsp;By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the
proceeding;


<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(2)&nbsp;If a quorum cannot be obtained under subdivision (1), by
majority vote of a committee duly designated by the board of
directors (in which designation directors who are parties
may participate) consisting solely of two or more directors
not at the time parties to the proceeding;


<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(3)&nbsp;By special legal counsel;


<P align="left" style="margin-left: 9%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(i)&nbsp;Selected by the board of directors or its
committee in the manner prescribed in subdivision (1)
or (2); or


<P align="left" style="margin-left: 9%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(ii)&nbsp;If a quorum of the board of directors cannot be
obtained under subdivision (1)&nbsp;and a committee cannot
be designated under subdivision


<P align="left" style="margin-left: 9%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(2), selected by
majority vote of the full board of directors (in which
selection directors who are parties may participate);
or


<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(4)&nbsp;By the shareholders, but shares owned by or voted under
the control of directors who are at the time parties to the
proceeding may not be voted on the determination. A
majority of the shares that are entitled to vote on the
transaction by virtue of not being owned by or under the
control of such directors constitutes a quorum for the
purpose of taking action under this section.


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(c)&nbsp;Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if
the determination is made by special legal counsel, authorization
of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under subsection (b)(3) to select
counsel.


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">&#167; 10-2B-8.56. <I>Indemnification of officers, employees, and agents.</I>


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(a)&nbsp;An officer of a corporation who is not a director is entitled
to mandatory indemnification under Section&nbsp;10-2B-8.52, and is
entitled to apply for court-ordered indemnification under Section
10-2B-8.54, in each case to the same extent as a director.


<P align="left" style="margin-left: 2%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(b)&nbsp;A corporation may indemnify and may advance expenses under
Division E of this article to an officer, employee, or agent of
the corporation who is not a director to the same extent as to a
director.


<P align="center" style="font-size: 10pt">(b)



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s by-laws contain provisions for indemnification of directors
and officers as follows:


<P align="center" style="font-size: 10pt">5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt">ARTICLE VIII



<P align="center" style="font-size: 10pt">INDEMNIFICATION AND RELATED MATTERS


<P align="left" style="font-size: 10pt">Each person who is or was a director or officer of the Corporation
and who was or is a party or was or is threatened to be made a
party to any threatened, pending or completed claim, action, suit
or proceeding, whether civil, criminal, administrative or
investigative, including appeals, by reason of the fact that he is
or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee, agent or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise,
shall be indemnified by the Corporation as a matter of right
against any and all expenses (including attorneys&#146; fees) actually
and reasonably incurred by him and against any and all claims,
judgments , fines, penalties, liabilities and amounts paid in
settlement actually incurred by him in defense of such claim,
action, suit or proceeding, including appeals, to the full extent
permitted by applicable law. The indemnification provided by this
Section shall inure to the benefit of the heirs, executors and
administrators of such person. Expenses (including attorneys&#146;
fees) incurred by a director or officer of the Corporation with
respect to the defense of any such claim, action, suit or
proceeding may be advanced by the Corporation prior to the final
disposition of such claim, action suit or proceeding, as
authorized by the Board of Directors in the specific case, upon
receipt of an undertaking by or on behalf of such director or
officer to repay such amount if and to the extent it shall be
ultimately determined that he is not entitled to be indemnified by
the Corporation as authorized under this Article or applicable
law; provided, however, that the advancement of such expenses
shall not be deemed to be indemnification unless and until it
shall ultimately be determined that such person is entitled to be
indemnified by the Corporation.


<P align="left" style="font-size: 10pt">The Corporation shall make such reports to its Stockholders
regarding indemnification or advancement of expenses as may be
required by law. The Corporation may purchase and maintain
insurance at the expense of the Corporation on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation or any person who is or was serving at the request of
the Corporation as a director (or the equivalent), officer,
employee, agent or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise,
against any liability or expense (including attorneys&#146; fees)
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability or
expense under this Section or otherwise.


<P align="left" style="font-size: 10pt">The foregoing rights shall not be exclusive of any other rights to
which such director or officer may otherwise be entitled and shall
be available whether or not the director or officer continues to
be a director or officer at the time of incurring any such
expenses and liabilities.


<P align="left" style="font-size: 10pt">If any word, clause or provision of the Bylaws or any
indemnification made under Article&nbsp;VIII hereof shall for any
reason be determined to be invalid, the provisions of the Bylaws
shall not otherwise be affected thereby but shall remain in full
force and effect.



<P align="center" style="font-size: 10pt">6
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt">(c)



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan provides that members of the Committee will not be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan, and will be fully protected by the Company in respect to
any such action, determination or interpretation.


<P align="center" style="font-size: 10pt">(d)



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has entered into indemnification agreements with directors
and certain officers of the Registrant which provide certain contractual rights
to indemnification in addition to the indemnification provisions of Alabama law
and the Registrant&#146;s by-laws.

<!-- link2 "Item&nbsp;7: Exemption from Registration Claimed." -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;7: Exemption from Registration Claimed.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<!-- link2 "Item&nbsp;8: Exhibits." -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;8: Exhibits.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The exhibits to the Registration Statement are listed in the Exhibit&nbsp;Index
elsewhere herein.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;9: Undertakings.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned Registrant hereby undertakes:



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



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.


<P align="center" style="font-size: 10pt">7
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant&#146;s annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling persons of the
Registrant in the successful defense of any action, suit or proceedings) is
asserted by such director, officer, or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction to question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

<!-- link1 "Signatures" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="center" style="font-size: 10pt"><B>Signatures</B>


<P align="left" style="font-size: 10pt">Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Mobile, State of Alabama, on March&nbsp;30, 2004.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">ENERGYSOUTH, INC.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Registrant</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Charles P. Huffman</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Charles P. Huffman</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President and</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>


<!-- link1 "POWER OF ATTORNEY" -->
<DIV align="left"><A NAME="011"></A></DIV>

<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>


<P align="left" style="font-size: 10pt">KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John S. Davis, Charles P. Huffman and G. Edgar
Downing, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and to make any and all
state securities law or blue sky filings, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person,

<P align="center" style="font-size: 10pt">8
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.


<P align="left" style="font-size: 10pt">Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="left" valign="top"><br>
/s/ John C. Hope, III
<HR size="1" noshade>
John C. Hope, III</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
<br>
Director, Chairman
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><br>
March 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" valign="top">/s/ Walter L. Hovell
<HR size="1" noshade>
Walter L. Hovell</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director, Vice-Chairman
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" valign="top">/s/ John S. Davis
<HR size="1" noshade>
John S. Davis</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director, President and<BR>
Chief Executive Officer<BR>
(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" valign="top">/s/ Charles P. Huffman
<HR size="1" noshade>
Charles P. Huffman</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Senior Vice President and<BR>
Chief Financial Officer (Principal<BR>
Financial and Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" valign="top">/s/ Walter A. Bell
<HR size="1" noshade>
Walter A. Bell</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" valign="top">/s/ Gaylord C. Lyon
<HR size="1" noshade>
Gaylord C. Lyon</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" valign="top">/s/ Judy A. Marston
<HR size="1" noshade>
Judy A. Marston</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" valign="top">/s/ G. Montgomery Mitchell
<HR size="1" noshade>
G. Montgomery Mitchell</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" valign="top">/s/ Harris V. Morrissette
<HR size="1" noshade>
Harris V. Morrissette</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" valign="top">/s/ S. Felton Mitchell
<HR size="1" noshade>
S. Felton Mitchell</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" valign="top">/s/ E. B. Peebles, Jr.
<HR size="1" noshade>
E. B. Peebles, Jr.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" valign="top">/s/ Robert H. Rouse
<HR size="1" noshade>
Robert H. Rouse</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 30, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" valign="top">/s/ Thomas B. Van Antwerp
<HR size="1" noshade>
Thomas B. Van Antwerp</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 30, 2004</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">9
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="012"></A></DIV>

<P align="center" style="font-size: 10pt">EXHIBIT INDEX


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="86%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Armbrecht Jackson LLP with respect to legality of securities
registered</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Armbrecht Jackson LLP (included in Exhibit&nbsp;5)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Independent Auditors&#146; Consent</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included with signature page in Part II of this
registration statement)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Amended and Restated EnergySouth, Inc. Non-Employee Directors
Deferred Fee Plan</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "d14138sv8.htm", "description": "FORM S-8", "secsgml_size_bytes": 49065}]
{"company-data": {"conformed-name": "ENERGYSOUTH INC", "cik": "0001051286", "assigned-sic": "4924", "irs-number": "582358943", "state-of-incorporation": "AL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114127", "film-number": "04709225"}, "business-address": {"street1": "2828 DAUPHIA ST.", "city": "MOBILE", "state": "AL", "zip": "36606", "phone": "3344762720"}, "mail-address": {"street1": "2828 DUAPHIA STREET", "city": "MOBILE", "state": "AL", "zip": "36606"}}
sv8
Table of Contents
As filed with the Securities and Exchange Commission on April 1, 2004
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ENERGYSOUTH, INC.
(Exact name of registrant as specified in its charter)
ALABAMA
(State of Incorporation)
58-2358943
(I.R.S. Employer Identification No.)
2828 Dauphin Street
Mobile, Alabama 36606
(251) 450-4774
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
SECOND AMENDED AND RESTATED ENERGYSOUTH, INC.
NON-EMPLOYEE DIRECTORS DEFERRED FEE PLAN
(full title of the Plan)
JOHN S. DAVIS
President
2828 Dauphin Street
Mobile, Alabama 36606
Telephone: (251) 450-4774
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications to:
E. B. PEEBLES III
Armbrecht Jackson LLP
63 South Royal Street, Suite 1300
Mobile, Alabama 36602
(251) 405-1300
CALCULATION OF REGISTRATION FEE
Title of each class of
Proposed maximum
Proposed maximum
securities to be registered
Amount to be registered
offering price per share
aggregate offering price
Amount of registration fee
Deferred
Compensation
Obligations (1)
$
2,058,600.00
100
%
$
2,058,600.00
$
260.82
Common Stock, $.01
par value (2)
60,000 shares (3)
$
34.31
$
2,058,600.00
(4)
$
260.82
(1)
The Deferred Compensation Obligations are unsecured obligations of
EnergySouth, Inc. to pay deferred compensation in accordance with the
terms of the Plan.
(2)
The Deferred Compensation Obligations registered hereby must be fulfilled
in Common Stock; accordingly, there also being registered hereunder 60,000 shares of Common Stock. Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement
covers an indeterminate amount of securities to be offered or issued
pursuant to the antidilution provisions of the Plan described herein.
(3)
The number of shares of Common Stock registered is the estimate of the
number of shares of Common Stock of EnergySouth, Inc. issuable during the
operation of the Plan.
(4)
Estimated solely for the purpose of calculating the registration fee; in
accordance with Rule 457(c), calculated on the basis of average of high
and low prices for shares of common stock, $.01 par value per share, of
EnergySouth, Inc. on the NASDAQ National Market on March 30, 2004.
Exhibit Index Page 10
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference.
Item 4: Description of Securities.
Item 5: Interest of Named Experts and Counsel
Item 6: Indemnification of Directors and Officers.
Item 7: Exemption from Registration Claimed.
Item 8: Exhibits.
Signatures
POWER OF ATTORNEY
EXHIBIT INDEX
Opinion and Consent of Ambrecht Jackson LLP
Independent Auditors' Consent
2nd Amended/Restated Non-Employee Directors Plan
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
A form of prospectus meeting the requirements of Part I of Form S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared.
Such form of prospectus is not included in this Registration Statement but will
be delivered to all participants in the Plan pursuant to Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part
hereof:
(a) the Registrant's latest Annual Report on Form 10-K, for the fiscal
year ended September 30, 2003.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since September
30, 2003.
(c) the Registrant's definitive proxy statement filed pursuant to Section
14 of the Exchange Act in connection with the Registrant's January 30, 2004
annual meeting of shareholders.
(d) the description of the Registrant's $.01 par value common stock
contained in a registration statement filed under Section 12 of the Exchange
Act, including any amendment or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities offered hereby then unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
Item 4: Description of Securities.
The deferred compensation obligations of EnergySouth, Inc. (the "Company")
registered hereunder (the "Obligations") are unsecured general obligations of
the Company to pay deferred compensation in the form of common stock of the
Company (the "Common Stock") to non-employee directors of the Company who elect
to participate, in accordance with the terms and conditions of the Second
Amended and Restated EnergySouth, Inc. Non-Employee Directors Deferred Fee Plan
(the "Plan"). The following discussion of the Plan is not a complete
description of the Plan and is qualified in its entirety by the full text of
the Plan. The filing of this Registration Statement on Form S-8 is not,
2
Table of Contents
and should not be construed as, an admission that the Obligations constitute
securities as defined by any applicable federal, state or local law, or that
registration of the Obligations is required under any such law.
The Plan is a nonqualified deferred compensation plan available to each
director of the Company who is not an employee of the Company or any of its
subsidiaries. Under the Plan, the Company provides each such director with the
opportunity to defer receipt of fees to be paid to such director for services
as a member of the Board of Directors of the Company. A director who enrolls
in the Plan may elect to have the deferred compensation credited in the form of
phantom stock, among other investment options. Amounts deferred by a director
making such an election (a "Participant") are credited as phantom stock to
deferred compensation accounts maintained on behalf of the Participant, and
payments from the Plan to satisfy Obligations to such a Participant will be
made in shares of Common Stock, which are also registered hereunder.
The Company has established a non-qualified grantor trust, commonly known
as a "rabbi trust," to assist in meeting obligations under the Plan (the
"Trust"). The assets held in the Trust are intended to be used to pay benefits
payable under the Plan, but are subject to the claims of general creditors of
the Company.
A Participant's rights to any amount credited to his or her accounts may
not be sold, transferred, assigned, pledged, attached or otherwise encumbered
by the Participant and may only pass upon the Participant's death pursuant to a
beneficiary designation made by Participant in accordance with the terms of the
Plan.
The Company has reserved the right to amend the Plan at any time, except
that no such amendment shall adversely affect the right of each Participant to
the amounts credited to his or her deferred compensation account as of the date
of the amendment.
Item 5: Interest of Named Experts and Counsel
Certain legal matters with respect to the Plan and in connection with the
issuance of Common Stock pursuant thereto have been passed upon for the
Registrant by Armbrecht Jackson LLP. Partners in such law firm who
participated in the representation of the Registrant and their spouses
beneficially owned 20,469 shares of Common Stock as of March 30, 2004.
Item 6: Indemnification of Directors and Officers.
(a)
Sections 10-2B-8.51 et seq. of the Alabama Code provides the following
with respect to indemnification of a director or officer:
§ 10-2B-8.51.
Authority to indemnify.
(a) Except as provided in subsection (d), a corporation may
indemnify an individual made a party to a proceeding because he or
she is or was a director against liability incurred in the
proceeding if:
3
Table of Contents
(1) The individual conducted himself or herself in good faith; and
(2) The individual reasonably believed:
(i) In the case of conduct in his or her official
capacity with the corporation, that the conduct was in
its best interests;and
(ii) In all other cases, that the conduct was at
least not opposed to its best interests; and
(3) In the case of any criminal proceeding, the individual
had no reasonable cause to believe his or her conduct was
unlawful.
(b) A director's conduct with respect to an employee benefit plan
for a purpose he or she reasonably believed to be in the interests
of the participants in, and beneficiaries of the plan is conduct
that satisfies the requirement of subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did
not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under this section:
(1) In connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to
the corporation; or
(2) In connection with any other proceeding charging
improper personal benefit to the director, whether or not
involving action in his or her official capacity, in which
the director was adjudged liable on the basis that personal
benefit was improperly received by him or her.
(e) Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation is limited
to reasonable expenses incurred in connection with the proceeding.
§ 10-2B-8.52.
Mandatory indemnification.
A corporation shall indemnify a director who was successful, on
the merits or otherwise, in the defense of any proceeding, or of
any claim, issue or matter in such proceeding, here he or she was
a party because he or she is or was a director of the corporation,
against reasonable expenses incurred in connection therewith,
notwithstanding that he or she was not successful on any other
claim, issue or matter in any such proceeding.
§ 10-2B-8.55.
Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under Section
10-2B-8.51 unless authorized in the specific case after a
determination has been made that indemnification of the director
is permissible in the circumstances because the director has met
the standard of conduct set forth in Section 10-2B-8.51.
4
Table of Contents
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the
proceeding;
(2) If a quorum cannot be obtained under subdivision (1), by
majority vote of a committee duly designated by the board of
directors (in which designation directors who are parties
may participate) consisting solely of two or more directors
not at the time parties to the proceeding;
(3) By special legal counsel;
(i) Selected by the board of directors or its
committee in the manner prescribed in subdivision (1)
or (2); or
(ii) If a quorum of the board of directors cannot be
obtained under subdivision (1) and a committee cannot
be designated under subdivision
(2), selected by
majority vote of the full board of directors (in which
selection directors who are parties may participate);
or
(4) By the shareholders, but shares owned by or voted under
the control of directors who are at the time parties to the
proceeding may not be voted on the determination. A
majority of the shares that are entitled to vote on the
transaction by virtue of not being owned by or under the
control of such directors constitutes a quorum for the
purpose of taking action under this section.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if
the determination is made by special legal counsel, authorization
of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under subsection (b)(3) to select
counsel.
§ 10-2B-8.56.
Indemnification of officers, employees, and agents.
(a) An officer of a corporation who is not a director is entitled
to mandatory indemnification under Section 10-2B-8.52, and is
entitled to apply for court-ordered indemnification under Section
10-2B-8.54, in each case to the same extent as a director.
(b) A corporation may indemnify and may advance expenses under
Division E of this article to an officer, employee, or agent of
the corporation who is not a director to the same extent as to a
director.
(b)
The Company's by-laws contain provisions for indemnification of directors
and officers as follows:
5
Table of Contents
ARTICLE VIII
INDEMNIFICATION AND RELATED MATTERS
Each person who is or was a director or officer of the Corporation
and who was or is a party or was or is threatened to be made a
party to any threatened, pending or completed claim, action, suit
or proceeding, whether civil, criminal, administrative or
investigative, including appeals, by reason of the fact that he is
or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee, agent or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise,
shall be indemnified by the Corporation as a matter of right
against any and all expenses (including attorneys' fees) actually
and reasonably incurred by him and against any and all claims,
judgments , fines, penalties, liabilities and amounts paid in
settlement actually incurred by him in defense of such claim,
action, suit or proceeding, including appeals, to the full extent
permitted by applicable law. The indemnification provided by this
Section shall inure to the benefit of the heirs, executors and
administrators of such person. Expenses (including attorneys'
fees) incurred by a director or officer of the Corporation with
respect to the defense of any such claim, action, suit or
proceeding may be advanced by the Corporation prior to the final
disposition of such claim, action suit or proceeding, as
authorized by the Board of Directors in the specific case, upon
receipt of an undertaking by or on behalf of such director or
officer to repay such amount if and to the extent it shall be
ultimately determined that he is not entitled to be indemnified by
the Corporation as authorized under this Article or applicable
law; provided, however, that the advancement of such expenses
shall not be deemed to be indemnification unless and until it
shall ultimately be determined that such person is entitled to be
indemnified by the Corporation.
The Corporation shall make such reports to its Stockholders
regarding indemnification or advancement of expenses as may be
required by law. The Corporation may purchase and maintain
insurance at the expense of the Corporation on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation or any person who is or was serving at the request of
the Corporation as a director (or the equivalent), officer,
employee, agent or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise,
against any liability or expense (including attorneys' fees)
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability or
expense under this Section or otherwise.
The foregoing rights shall not be exclusive of any other rights to
which such director or officer may otherwise be entitled and shall
be available whether or not the director or officer continues to
be a director or officer at the time of incurring any such
expenses and liabilities.
If any word, clause or provision of the Bylaws or any
indemnification made under Article VIII hereof shall for any
reason be determined to be invalid, the provisions of the Bylaws
shall not otherwise be affected thereby but shall remain in full
force and effect.
6
Table of Contents
(c)
The Plan provides that members of the Committee will not be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan, and will be fully protected by the Company in respect to
any such action, determination or interpretation.
(d)
The Registrant has entered into indemnification agreements with directors
and certain officers of the Registrant which provide certain contractual rights
to indemnification in addition to the indemnification provisions of Alabama law
and the Registrant's by-laws.
Item 7: Exemption from Registration Claimed.
Not applicable.
Item 8: Exhibits.
The exhibits to the Registration Statement are listed in the Exhibit Index
elsewhere herein.
Item 9: Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities
Act; (ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement; (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in the
post-effective amendment to those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(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.
7
Table of Contents
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling persons of the
Registrant in the successful defense of any action, suit or proceedings) is
asserted by such director, officer, or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction to question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Mobile, State of Alabama, on March 30, 2004.
ENERGYSOUTH, INC.
Registrant
By:
/s/ Charles P. Huffman
Charles P. Huffman
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John S. Davis, Charles P. Huffman and G. Edgar
Downing, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and to make any and all
state securities law or blue sky filings, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person,
8
Table of Contents
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated:
Signature
Title
Date
/s/ John C. Hope, III
John C. Hope, III
Director, Chairman
March 30, 2004
/s/ Walter L. Hovell
Walter L. Hovell
Director, Vice-Chairman
March 30, 2004
/s/ John S. Davis
John S. Davis
Director, President and
Chief Executive Officer
(Principal Executive Officer)
March 30, 2004
/s/ Charles P. Huffman
Charles P. Huffman
Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
March 30, 2004
/s/ Walter A. Bell
Walter A. Bell
Director
March 30, 2004
/s/ Gaylord C. Lyon
Gaylord C. Lyon
Director
March 30, 2004
/s/ Judy A. Marston
Judy A. Marston
Director
March 30, 2004
/s/ G. Montgomery Mitchell
G. Montgomery Mitchell
Director
March 30, 2004
/s/ Harris V. Morrissette
Harris V. Morrissette
Director
March 30, 2004
/s/ S. Felton Mitchell
S. Felton Mitchell
Director
March 30, 2004
/s/ E. B. Peebles, Jr.
E. B. Peebles, Jr.
Director
March 30, 2004
/s/ Robert H. Rouse
Robert H. Rouse
Director
March 30, 2004
/s/ Thomas B. Van Antwerp
Thomas B. Van Antwerp
Director
March 30, 2004
9
Table of Contents
EXHIBIT INDEX
Exhibit No.
Description
5
Opinion of Armbrecht Jackson LLP with respect to legality of securities
registered
23.1
Consent of Armbrecht Jackson LLP (included in Exhibit 5)
23.2
Independent Auditors' Consent
24
Power of Attorney (included with signature page in Part II of this
registration statement)
99.1
Second Amended and Restated EnergySouth, Inc. Non-Employee Directors
Deferred Fee Plan