<PAGE> 1
        As filed with the Securities and Exchange Commission
                          on January 28, 1998
                                   Registration No. 333-_________
                                                                 

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                       ___________________

                             FORM S-8

                      REGISTRATION STATEMENT
                              Under
                    THE SECURITIES ACT OF 1933
                        ___________________

                       ENERGEN CORPORATION
      (Exact name of registrant as specified in its charter)

      Alabama                                       63-0757759
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)        Identification No.)

2101 Sixth Avenue North
 Birmingham, Alabama                                35203
(Address of Principal Executive Offices)     (Zip Code)
                                                           
                       ENERGEN CORPORATION
                   1997 STOCK INCENTIVE PLAN
                          (Full title of the plan)
                       ___________________

                      J. DAVID WOODRUFF, JR.
           Vice President-Legal and Assistant Secretary
                     2101 Sixth Avenue North
                    Birmingham, Alabama 35203
            (Name and address of agent for service)

                          (205) 326-2700
  (Telephone number, including area code, of agent for service)

                         with a copy to:
<PAGE>   2

                          JOHN K. MOLEN
                  Bradley Arant Rose & White LLP
                   2001 Park Place, Suite 1400
                    Birmingham, Alabama 35203
                          (205) 521-8238


<TABLE>
<CAPTION>
                 CALCULATION OF REGISTRATION FEE
 <S>                <C>              <C>             <C>                 <C>     

Title Of Each  Amount To   Proposed      Proposed        Amount Of
Class Of                Be          Maximum     Maximum       Registration
Securities        Registered   Offering        Aggregate              Fee
To Be                                  Price Per        Offering
Registered                            Share*             Price*

Common         650,000       $38.40625   $24,964,065.50  $7,364.40
Stock, par        Shares
value of
$.01 per
share

</TABLE>

    *Estimated pursuant to Rule 457(c) solely for the purpose of
    calculating the registration fee.
<PAGE> 3                                                    

    In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan(s) described herein.

                  REGISTRANT INFORMATION AND
               EMPLOYEE PLAN ANNUAL INFORMATION

    The documents incorporated by reference in Item 3 of Part II
of the Registration Statement (not including exhibits to the
information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the
information that the Registration Statement incorporates) are
incorporated by reference into the  Section 10(a) Prospectus and
are available, without charge, to the participants upon written
or oral request to Secretary, Energen Corporation, 2101 Sixth
Avenue North, Birmingham, Alabama 35203 (telephone number
(205)326-2700).  The documents containing the information
requested by Part I of Form S-8, Energen Corporation's latest
Annual Report on Form 10-K, and all reports, proxy statements,
and other communications distributed generally to the security
holders of Energen Corporation are available, without charge, to
participants upon written or oral request to Secretary, Energen
Corporation, 2101 Sixth Avenue North, Birmingham, Alabama 35203
(telephone number (205)326-2700).
<PAGE>
<PAGE> 4

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION
           STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant and the
    Energen Corporation 1997 Stock Incentive Plan (the "Plan")
    with the Securities and Exchange Commission are incorporated
    herein by reference as of their respective dates:

         (a)  The Corporation's Annual Report on Form 10-K for
    the year ended September 30, 1997, filed pursuant to Section
    13(a) of the Securities Exchange Act of 1934, as amended
    (the "Exchange Act"); and

         (b)  The description of the Corporation's preferred
    stock purchase rights contained in, and the Rights Agreement
    filed as an exhibit to, the Corporation's Registration
    Statement on Form 8-A, as amended, File No. 1-7810, dated
    August 8, 1988.

         All documents filed by the Corporation pursuant to
    Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
    subsequent to the date of this Registration Statement and
    prior to the termination of the offering of the securities
    offered hereby shall be deemed to be incorporated by
    reference in this Registration Statement and to be a part
    hereof from the date of the filing of such documents.  Any
    statement contained in a document incorporated or deemed to
    be incorporated by reference herein shall be deemed to be
    modified or superseded, for purposes of this Registration
    Statement to the extent that a statement contained herein or
    in any other subsequently filed document which also is or is
    deemed to be incorporated by reference herein modifies or
    replaces such statement.  Any statement so modified or
    superseded shall not be deemed, except as so modified or
    superseded, to constitute a part of this Registration
    Statement.

         The information relating to the Corporation contained
        in this Registration Statement summarizes, is based upon, or<PAGE>
<PAGE> 5

 refers to, information and financial statements contained in one
or more of the documents incorporated by reference in this
Registration Statement; accordingly, such information contained
herein is qualified in its entirety by reference to such
incorporated documents and should be read in conjunction
therewith.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the securities offered hereby has been
    passed upon by the firm of Bradley Arant Rose & White LLP,
    counsel for the Registrant.  As of the date of this
    Registration Statement, the partners and associates of the
    firm of Bradley Arant Rose & White LLP beneficially own
    approximately 5,000 shares of Energen Common Stock.

Item 6.  Indemnification of Directors and Officers.

    (a)  Articles XI of the Registrant's Restated Certificate of
    Incorporation provides as follows:

         XI.  Limitation of Liability:

              (a)  A director of the Corporation shall not be
    liable to the Corporation or its shareholders for money
    damages for any action taken, or failure to take action, as
    a director, except for (i) the amount of a financial benefit
    received by such director to which such director is not
    entitled; (ii) an intentional infliction of harm by such
    director on the Corporation or its shareholders; (iii) a
    violation of Section 10-2B-8.33 of the Code of Alabama of
    1975 or any successor provision to such section; (iv) an
    intentional violation by such director of criminal law; or
    (v) a breach of such director's duty of loyalty to the
    Corporation or its shareholders.  If the Alabama Business
    Corporation Act, or any successor statute thereto, is
    hereafter amended to authorize the further elimination or
    limitation of the liability of a director of a corporation,
    then the liability of a director of the Corporation, in<PAGE>
<PAGE>    6

    addition to the limitations on liability provided herein,
    shall be limited to the fullest extent permitted by the
    Alabama Business Corporation Act, as amended, or any
    successor statute thereto.  The limitation on liability of
    directors of the Corporation contained herein shall apply to
    liabilities arising out of acts or omissions occurring
    subsequent to the adoption of this Article XI and, except to
    the extent prohibited by law, to liabilities arising out of
    acts or omissions occurring prior to the adoption of this
    Article XI.  Any repeal or modification of this Article XI
    by the shareholders of the Corporation shall be prospective
    only and shall not adversely affect any limitation on the
    liability of a director of the Corporation existing at the
    time of such repeal or modification.

    (b)  Section 2.06 of the Bylaws of the Registrant provides
    as follows:

         2.06 Indemnification of Directors and Officers;
Liability Insurance

    (a)  The Corporation does hereby indemnify any officer
    or director of the Corporation who was, or is, a party, or
    is threatened to be made a party, to any threatened,
    pending, or completed claim, action, or proceeding, whether
    civil, criminal, administrative, or investigative, including
    appeals, other than an action by or in the right of the
    Corporation, by reason of the fact that he is or was a
    director, an officer, an employee, or an agent of the
    Corporation or is, or was, serving at the request of the
    Corporation as a director, officer, partner, employee, or
    agent of another corporation, partnership, joint venture,
    trust, or other enterprise against expenses, including
    attorneys' fees, judgments, fines, and amounts paid in
    settlement actually and reasonably incurred by him in
    connection with such action or proceeding if he acted in
    good faith and in a manner he reasonably believed to be in
    or not opposed to the best interests of the Corporation and,
    with respect to any criminal action or proceeding, had no
    reasonable cause to believe his conduct was unlawful.  The
    termination of any action or proceeding by judgment, order,
    settlement, conviction, or upon a plea of nolo contendere,
    or its equivalent, shall not, of itself, create a
    presumption that the person did not act in good faith and in<PAGE>
<PAGE>   7

    a manner which he reasonably believed to be in or not
    opposed to the best interests of the Corporation and, with
    respect to any criminal action or proceeding, had reasonable
    cause to believe that his conduct was unlawful.

         (b)  The Corporation does hereby indemnify any officer
    or director of the Corporation who was, or is, a party, or
    is threatened to be made a party, to any threatened,
    pending, or completed claim or action by, or in the right
    of, the Corporation to procure a judgment in its favor by
    reason of the fact that he is or was a director, an officer,
    an employee, or an agent of the Corporation, or is or was
    serving at the request of the Corporation as a director,
    officer, partner, employee, or agent of another corporation,
    partnership, joint venture, trust, or other enterprise
    against expenses, including attorneys' fees, actually and
    reasonably incurred by him in connection with the defense or
    settlement of such action if he acted in good faith and in a
    manner he reasonably believed to be in, or not opposed to,
    the best interests of the Corporation, except that no
    indemnification shall be made in respect of any claim, 
    issue, or matter as to which such person shall have been
    adjudged to be liable for negligence or misconduct in the
    performance of his duty to the Corporation unless, and only
    to the extent that the court in which such action was
    brought shall determine upon application that, despite the
    adjudication of liability but in view of all circumstances
    of the case, such person is fairly and reasonably entitled
    to indemnity for such expenses which such court shall deem
    proper.

         (c)  To the extent that a director or an officer of the
    Corporation has been successful on the merits or otherwise
    in defense of any action or proceeding referred to in
    subsections (a) and (b) of this section or in defense of any
    claim, issue or matter therein, he shall be indemnified
    against expenses, including attorneys' fees, actually and
    reasonably incurred by him in connection therewith,
    notwithstanding that he has not been successful on any other
    claim, issue, or matter in any such action or proceeding.

         (d)  Any indemnification under subsections (a) and (b)
    of this section, unless ordered by a court, shall be made by
    the Corporation only as authorized in the specific case upon

<PAGE> 8

    a determination that indemnification of the director or
    officer is proper in the circumstances because he has met
    the applicable standard of conduct set forth in subsections
    (a) and (b) of this section.  Such determination shall be
    made:

              (i)  By the Board of Directors by a majority vote
         of a quorum consisting of directors who were not
         parties to, or who have been wholly successful on the
         merits or otherwise with respect to, such claim,
         action, or proceeding;

              (ii) If such a quorum is not obtainable, or even
         if obtainable a quorum of disinterested directors so
         directs, by independent legal counsel in a written
         opinion; or

              (iii)     By the stockholders.

         (e)  Expenses, including attorneys' fees, incurred in
     defending a civil or criminal claim, action, or proceeding
     may be paid by the Corporation in advance of the final
    disposition of such claim, action, or proceeding as authorized
    in the manner provided in subsection (d) of this section upon 
    receipt of an undertaking by or on behalf of the director or
    officer to repay such amount if, and to the extent that, it shall
    ultimately be determined that he is not entitled to be
    indemnified by the Corporation as authorized in this section.

         (f)  The indemnification authorized by this section
    shall not be deemed exclusive of, and shall be in addition
    to, any other rights, whether created prior or subsequent to
    the enactment of this section, to which those indemnified
    may be entitled under any statute, rule of law, provision of
    articles of incorporation, by-law, agreement, or vote of
    stockholders or disinterested directors, or otherwise, both
    as to action in his official capacity and as to action in
    another capacity while holding such office and shall
    continue as to a person who has ceased to be a director or
    an officer, and shall inure to the benefit of the heirs,
    executors, and administrators of such a person.

         (g)  The Corporation shall have power to purchase and
    maintain insurance on behalf of any person who is or was a

<PAGE>   9
    director or an officer of the Corporation, or is or was
    serving at the request of the Corporation as a director,
    officer, partner, employee, or agent of another corporation,
    partnership, joint venture, trust, or other enterprise
    against any liability asserted against him and incurred by
    him in any such capacity or arising out of his status as
    such, whether or not the Corporation would have the power to
    indemnify him against such liability under the provisions of
    this section.

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following Exhibits are filed as a part of the
Registration Statement:
<TABLE>
<CAPTION>
     <S>   <C> <C>
      Exhibit No.                 Description

    *4(a)  -    Restated Conformed Certificate of Incorporation
                     of  the Registrant, as amended through February 3,
                     1995, which was filed as Exhibit 3(f) to the
                     Registrant's Annual Report on Form 10-K for the
                     year ended September 30, 1995 (File No. 1-7810).
    *4(b)  -    Certificate of Adoption of Resolutions Designating
                    Series A Junior Participating Preferred Stock,
                    adopted June 27, 1988, which was filed as Exhibit
                   4(e) to the Registrant's Registration Statement on
                   Form S-2 (Registration No. 33-25435).
    *4(c)  -  Bylaws of the Registrant, which were filed as
                   Exhibit 4(e) to the Registrant's Registration
                  Statement on Form S-8 (Registration No. 33-14855).
   *4(d)  -  Rights Agreement, dated as of July 27, 1988,<PAGE>
<PAGE> 10

                  between Energen Corporation and AmSouth Bank,
                  N.A., Rights Agent, which was filed as Exhibit I
                  to the Registrant's Registration Statement on Form
                 8-A (File No. 1-7810).
 *4(e)  -   Amendment of Rights Agreement, dated as of
                 February 28, 1990, between Energen Corporation and
                AmSouth Bank, N.A., Rights Agent, which was filed
                as Exhibit 2 to Registrant's Form 8 Amendment No.
                2 to its Registration Statement on Form 8-A (File
                No. 1-7810).
*4(f) -    Indenture, dated as of January 1, 1992, between
                the Registrant and Boatman's Trust Company,
               Trustee, which was filed as Exhibit 4 to the
                Registrant's Registration Statement on Form S-3
                (Registration No. 33-44936).
*4(g)  -    Indenture, dated as of March 31, 1993, between the
                Registrant and Boatman's Trust Company, Trustee,
               which was filed as Exhibit 4 to the Registrant's Registration
               Statement on Form S-3 (Registration No. 33-25435).
*4(h) -    Indenture dated as of November 1, 1993, between
               Alabama Gas Corporation and NationsBank of
               Georgia, National Association, Trustee, which was
               filed as Exhibit 4(k) to Alabama Gas's
               Registration Statement on Form S-3 (Registration
               No. 33-70466).
*4(i)  -   Indenture between Energen Corporation and The Bank
              of New York, as Trustee, dated as of September 1,
              1996, which was fined as Exhibit 4(i) to the
              Registrant's Registration Statement on Form S-3
              (Registration No. 333-43245).
4(j)  -     Energen Corporation 1997 Stock Incentive Plan.
5      -     Opinion of Bradley Arant Rose & White LLP as to
               the legality of the securities being offered.
23(a) -   Consent of Coopers & Lybrand, L.L.P.
23(b) -   Consent of Bradley Arant Rose & White LLP is
               contained in their opinion filed as Exhibit 5 to
                this Registration Statement.
  24   -     Powers of Attorney of certain officers and
                directors.
              
</TABLE>
*   Incorporated by reference.


<PAGE> 11

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or
    sales are being made of the securities registered hereby, a
    post-effective amendment to this Registration Statement:

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

              (ii) To reflect in the prospectus any facts or
         events arising after the effective date of this
         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 this 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) (17 CFR
         Section 230.424(b)) if, in the aggregate, the changes in
         volume and price represent no more than a 20% change 
         in the maximum aggregate offering price set forth in the
         "Calculation of Registration Fee" table in this
         Registration Statement;

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

    Provided, however, that the undertakings set forth in
    paragraphs (a)(1)(i) and (a)(1)(ii) above 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 Securities Exchange Act of 1934 that

<PAGE> 12

        are incorporated by reference in the Registration Statement.

         (2)  That for the purpose of determining any liability
    under the Securities Act of 1933, each such post-effective
    amendment shall be deemed to be a new registration statement
    relating to the securities offered herein, 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
    post-effective amendment any of the  securities being
    registered which remain unsold at the termination
    of the offering.

         (b)  The undersigned Registrant hereby undertakes that,
    for purposes for determining any liability under the
    Securities Act of 1933, each filing of the Registrant's
    Annual Report pursuant to Section 13(a) or 15(d) of the
    Securities Exchange Act of 1934 (and each filing of the
    Plan's Annual Report pursuant to section 15(d) of the
    Securities Exchange Act of 1934) that is incorporated by
    reference in the Registration Statement shall be deemed to
    be a new registration statement relating to the securities
    offered herein, and the offering of such securities at that
    time shall be deemed to be the initial bona fide offering
    thereof.

         (c)  Insofar as indemnification for liabilities arising
    under the Securities Act of 1933 may be permitted to
    directors, officers, and controlling persons of the
    Registrant pursuant to the foregoing provisions, or
    otherwise, the Registrant has been advised that in the
    opinion of the Securities and Exchange Commission such
    indemnification is against public policy as expressed in the
    Act and is, therefore, unenforceable.  In the event that a
    claim for indemnification against such 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<PAGE>
<PAGE> 13

 its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.<PAGE>
<PAGE> 14

                   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 Birmingham, State of Alabama, on the 28th day of
January, 1998.


                                      ENERGEN CORPORATION

                       By           /s/ GEOFFREY C. KETCHAM
                                       Geoffrey C. Ketcham
                                  Its Executive Vice President,
                                 Treasurer and Chief Financial   
                                 Officer


         Pursuant to the requirements of the Securities Act of 
1933, this Registration Statement has been signed by the 
following persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
             Signature               Title               Date
     <S>                      <C>            <C> 

                *               Director       January 28, 1998
     Stephen D. Ban
      
            * 
                                Director       January 28, 1998
         Julian W. Banton


            *
                               Controller     January 28, 1998
     Grace B. Carr    (Principal
                               Accounting
                               Officer)


<PAGE> 15

                 *
                               Director      January 28, 1998
            R. D. Cash


                 *                
                               Director      January 28, 1998
           J. Mason Davis, Jr.


/s/ GEOFFREY C. KETCHAM  Executive  January 28, 1998
    Geoffrey C. Ketcham              Vice President,
                                                     Treasurer and
                                                     Chief Financial
                                                     Officer
                                  
            *
                               Director      January 28, 1998
         Wallace L. Luthy

            *
                               Director      January 28, 1998
        Rex J. Lysinger                                         

            *
                               Director      January 28, 1998
        Judy M. Merritt

            *
                               Director      January 28, 1998
        Drayton Nabers, Jr.

            *
                                          Chairman    January 28, 1998
Wm. Michael Warren,Jr.   of the
                                          Board,
                                          President,
                                         Chief Executive
                                         Officer and Director

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

<PAGE>    16 


<TABLE>
<CAPTION>
                         Index to Exhibits




     <S>   <C> <C>
      Exhibit No.                 Description

    *4(a)  -    Restated Conformed Certificate of Incorporation
                     of  the Registrant, as amended through February 3,
                     1995, which was filed as Exhibit 3(f) to the
                     Registrant's Annual Report on Form 10-K for the
                     year ended September 30, 1995 (File No. 1-7810).
    *4(b)  -    Certificate of Adoption of Resolutions Designating
                    Series A Junior Participating Preferred Stock,
                    adopted June 27, 1988, which was filed as Exhibit
                   4(e) to the Registrant's Registration Statement on
                   Form S-2 (Registration No. 33-25435).
    *4(c)  -  Bylaws of the Registrant, which were filed as
                   Exhibit 4(e) to the Registrant's Registration
                  Statement on Form S-8 (Registration No. 33-14855).
   *4(d)  -  Rights Agreement, dated as of July 27, 1988,
                 between Energen Corporation and AmSouth Bank,
                  N.A., Rights Agent, which was filed as Exhibit I
                  to the Registrant's Registration Statement on Form
                 8-A (File No. 1-7810).
 *4(e)  -   Amendment of Rights Agreement, dated as of
                 February 28, 1990, between Energen Corporation and
                AmSouth Bank, N.A., Rights Agent, which was filed
                as Exhibit 2 to Registrant's Form 8 Amendment No.
                2 to its Registration Statement on Form 8-A (File
                No. 1-7810).
*4(f) -    Indenture, dated as of January 1, 1992, between
                the Registrant and Boatman's Trust Company,
               Trustee, which was filed as Exhibit 4 to the
                Registrant's Registration Statement on Form S-3
                (Registration No. 33-44936).
*4(g)  -    Indenture, dated as of March 31, 1993, between the
                Registrant and Boatman's Trust Company, Trustee,
               which was filed as Exhibit 4 to the Registrant's Registration


<PAGE>   17

               Statement on Form S-3 (Registration No. 33-25435).
*4(h) -    Indenture dated as of November 1, 1993, between
               Alabama Gas Corporation and NationsBank of
               Georgia, National Association, Trustee, which was
               filed as Exhibit 4(k) to Alabama Gas's
               Registration Statement on Form S-3 (Registration
               No. 33-70466).
*4(i)  -   Indenture between Energen Corporation and The Bank
              of New York, as Trustee, dated as of September 1,
              1996, which was fined as Exhibit 4(i) to the
              Registrant's Registration Statement on Form S-3
              (Registration No. 333-43245).
4(j)  -     Energen Corporation 1997 Stock Incentive Plan.
5      -     Opinion of Bradley Arant Rose & White LLP as to
               the legality of the securities being offered.
23(a) -   Consent of Coopers & Lybrand, L.L.P.
23(b) -   Consent of Bradley Arant Rose & White LLP is
               contained in their opinion filed as Exhibit 5 to
                this Registration Statement.
  24   -     Powers of Attorney of certain officers and
                directors.              
</TABLE>
*   Incorporated by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30742}]
{"company-data": {"conformed-name": "ENERGEN CORP", "cik": "0000277595", "assigned-sic": "4924", "irs-number": "630757759", "state-of-incorporation": "AL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45107", "film-number": "98515762"}, "business-address": {"street1": "2101 SIXTH AVE N", "city": "BIRMINGHAM", "state": "AL", "zip": "35203", "phone": "2053262742"}, "mail-address": {"street1": "2101 SIXTH AVE N", "city": "BIRNINGHAM", "state": "AL", "zip": "35203"}, "former-company": {"former-conformed-name": "ALAGASCO INC", "date-changed": "19851002"}}
1
        As filed with the Securities and Exchange Commission
                          on January 28, 1998
                                   Registration No. 333-_________
                                                                 

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                       ___________________

                             FORM S-8

                      REGISTRATION STATEMENT
                              Under
                    THE SECURITIES ACT OF 1933
                        ___________________

                       ENERGEN CORPORATION
      (Exact name of registrant as specified in its charter)

      Alabama                                       63-0757759
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)        Identification No.)

2101 Sixth Avenue North
 Birmingham, Alabama                                35203
(Address of Principal Executive Offices)     (Zip Code)
                                                           
                       ENERGEN CORPORATION
                   1997 STOCK INCENTIVE PLAN
                          (Full title of the plan)
                       ___________________

                      J. DAVID WOODRUFF, JR.
           Vice President-Legal and Assistant Secretary
                     2101 Sixth Avenue North
                    Birmingham, Alabama 35203
            (Name and address of agent for service)

                          (205) 326-2700
  (Telephone number, including area code, of agent for service)

                         with a copy to:
2

                          JOHN K. MOLEN
                  Bradley Arant Rose & White LLP
                   2001 Park Place, Suite 1400
                    Birmingham, Alabama 35203
                          (205) 521-8238
CALCULATION OF REGISTRATION FEE
Title Of Each  Amount To   Proposed      Proposed        Amount Of
Class Of                Be          Maximum     Maximum       Registration
Securities        Registered   Offering        Aggregate              Fee
To Be                                  Price Per        Offering
Registered                            Share*             Price*

Common         650,000       $38.40625   $24,964,065.50  $7,364.40
Stock, par        Shares
value of
$.01 per
share
*Estimated pursuant to Rule 457(c) solely for the purpose of
    calculating the registration fee.
3                                                    

    In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan(s) described herein.

                  REGISTRANT INFORMATION AND
               EMPLOYEE PLAN ANNUAL INFORMATION

    The documents incorporated by reference in Item 3 of Part II
of the Registration Statement (not including exhibits to the
information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the
information that the Registration Statement incorporates) are
incorporated by reference into the  Section 10(a) Prospectus and
are available, without charge, to the participants upon written
or oral request to Secretary, Energen Corporation, 2101 Sixth
Avenue North, Birmingham, Alabama 35203 (telephone number
(205)326-2700).  The documents containing the information
requested by Part I of Form S-8, Energen Corporation's latest
Annual Report on Form 10-K, and all reports, proxy statements,
and other communications distributed generally to the security
holders of Energen Corporation are available, without charge, to
participants upon written or oral request to Secretary, Energen
Corporation, 2101 Sixth Avenue North, Birmingham, Alabama 35203
(telephone number (205)326-2700).
4

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION
           STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant and the
    Energen Corporation 1997 Stock Incentive Plan (the "Plan")
    with the Securities and Exchange Commission are incorporated
    herein by reference as of their respective dates:

         (a)  The Corporation's Annual Report on Form 10-K for
    the year ended September 30, 1997, filed pursuant to Section
    13(a) of the Securities Exchange Act of 1934, as amended
    (the "Exchange Act"); and

         (b)  The description of the Corporation's preferred
    stock purchase rights contained in, and the Rights Agreement
    filed as an exhibit to, the Corporation's Registration
    Statement on Form 8-A, as amended, File No. 1-7810, dated
    August 8, 1988.

         All documents filed by the Corporation pursuant to
    Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
    subsequent to the date of this Registration Statement and
    prior to the termination of the offering of the securities
    offered hereby shall be deemed to be incorporated by
    reference in this Registration Statement and to be a part
    hereof from the date of the filing of such documents.  Any
    statement contained in a document incorporated or deemed to
    be incorporated by reference herein shall be deemed to be
    modified or superseded, for purposes of this Registration
    Statement to the extent that a statement contained herein or
    in any other subsequently filed document which also is or is
    deemed to be incorporated by reference herein modifies or
    replaces such statement.  Any statement so modified or
    superseded shall not be deemed, except as so modified or
    superseded, to constitute a part of this Registration
    Statement.

         The information relating to the Corporation contained
        in this Registration Statement summarizes, is based upon, or
5

 refers to, information and financial statements contained in one
or more of the documents incorporated by reference in this
Registration Statement; accordingly, such information contained
herein is qualified in its entirety by reference to such
incorporated documents and should be read in conjunction
therewith.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The legality of the securities offered hereby has been
    passed upon by the firm of Bradley Arant Rose & White LLP,
    counsel for the Registrant.  As of the date of this
    Registration Statement, the partners and associates of the
    firm of Bradley Arant Rose & White LLP beneficially own
    approximately 5,000 shares of Energen Common Stock.

Item 6.  Indemnification of Directors and Officers.

    (a)  Articles XI of the Registrant's Restated Certificate of
    Incorporation provides as follows:

         XI.  Limitation of Liability:

              (a)  A director of the Corporation shall not be
    liable to the Corporation or its shareholders for money
    damages for any action taken, or failure to take action, as
    a director, except for (i) the amount of a financial benefit
    received by such director to which such director is not
    entitled; (ii) an intentional infliction of harm by such
    director on the Corporation or its shareholders; (iii) a
    violation of Section 10-2B-8.33 of the Code of Alabama of
    1975 or any successor provision to such section; (iv) an
    intentional violation by such director of criminal law; or
    (v) a breach of such director's duty of loyalty to the
    Corporation or its shareholders.  If the Alabama Business
    Corporation Act, or any successor statute thereto, is
    hereafter amended to authorize the further elimination or
    limitation of the liability of a director of a corporation,
    then the liability of a director of the Corporation, in
6

    addition to the limitations on liability provided herein,
    shall be limited to the fullest extent permitted by the
    Alabama Business Corporation Act, as amended, or any
    successor statute thereto.  The limitation on liability of
    directors of the Corporation contained herein shall apply to
    liabilities arising out of acts or omissions occurring
    subsequent to the adoption of this Article XI and, except to
    the extent prohibited by law, to liabilities arising out of
    acts or omissions occurring prior to the adoption of this
    Article XI.  Any repeal or modification of this Article XI
    by the shareholders of the Corporation shall be prospective
    only and shall not adversely affect any limitation on the
    liability of a director of the Corporation existing at the
    time of such repeal or modification.

    (b)  Section 2.06 of the Bylaws of the Registrant provides
    as follows:

         2.06 Indemnification of Directors and Officers;
Liability Insurance

    (a)  The Corporation does hereby indemnify any officer
    or director of the Corporation who was, or is, a party, or
    is threatened to be made a party, to any threatened,
    pending, or completed claim, action, or proceeding, whether
    civil, criminal, administrative, or investigative, including
    appeals, other than an action by or in the right of the
    Corporation, by reason of the fact that he is or was a
    director, an officer, an employee, or an agent of the
    Corporation or is, or was, serving at the request of the
    Corporation as a director, officer, partner, employee, or
    agent of another corporation, partnership, joint venture,
    trust, or other enterprise against expenses, including
    attorneys' fees, judgments, fines, and amounts paid in
    settlement actually and reasonably incurred by him in
    connection with such action or proceeding if he acted in
    good faith and in a manner he reasonably believed to be in
    or not opposed to the best interests of the Corporation and,
    with respect to any criminal action or proceeding, had no
    reasonable cause to believe his conduct was unlawful.  The
    termination of any action or proceeding by judgment, order,
    settlement, conviction, or upon a plea of nolo contendere,
    or its equivalent, shall not, of itself, create a
    presumption that the person did not act in good faith and in
7

    a manner which he reasonably believed to be in or not
    opposed to the best interests of the Corporation and, with
    respect to any criminal action or proceeding, had reasonable
    cause to believe that his conduct was unlawful.

         (b)  The Corporation does hereby indemnify any officer
    or director of the Corporation who was, or is, a party, or
    is threatened to be made a party, to any threatened,
    pending, or completed claim or action by, or in the right
    of, the Corporation to procure a judgment in its favor by
    reason of the fact that he is or was a director, an officer,
    an employee, or an agent of the Corporation, or is or was
    serving at the request of the Corporation as a director,
    officer, partner, employee, or agent of another corporation,
    partnership, joint venture, trust, or other enterprise
    against expenses, including attorneys' fees, actually and
    reasonably incurred by him in connection with the defense or
    settlement of such action if he acted in good faith and in a
    manner he reasonably believed to be in, or not opposed to,
    the best interests of the Corporation, except that no
    indemnification shall be made in respect of any claim, 
    issue, or matter as to which such person shall have been
    adjudged to be liable for negligence or misconduct in the
    performance of his duty to the Corporation unless, and only
    to the extent that the court in which such action was
    brought shall determine upon application that, despite the
    adjudication of liability but in view of all circumstances
    of the case, such person is fairly and reasonably entitled
    to indemnity for such expenses which such court shall deem
    proper.

         (c)  To the extent that a director or an officer of the
    Corporation has been successful on the merits or otherwise
    in defense of any action or proceeding referred to in
    subsections (a) and (b) of this section or in defense of any
    claim, issue or matter therein, he shall be indemnified
    against expenses, including attorneys' fees, actually and
    reasonably incurred by him in connection therewith,
    notwithstanding that he has not been successful on any other
    claim, issue, or matter in any such action or proceeding.

         (d)  Any indemnification under subsections (a) and (b)
    of this section, unless ordered by a court, shall be made by
    the Corporation only as authorized in the specific case upon
8

    a determination that indemnification of the director or
    officer is proper in the circumstances because he has met
    the applicable standard of conduct set forth in subsections
    (a) and (b) of this section.  Such determination shall be
    made:

              (i)  By the Board of Directors by a majority vote
         of a quorum consisting of directors who were not
         parties to, or who have been wholly successful on the
         merits or otherwise with respect to, such claim,
         action, or proceeding;

              (ii) If such a quorum is not obtainable, or even
         if obtainable a quorum of disinterested directors so
         directs, by independent legal counsel in a written
         opinion; or

              (iii)     By the stockholders.

         (e)  Expenses, including attorneys' fees, incurred in
     defending a civil or criminal claim, action, or proceeding
     may be paid by the Corporation in advance of the final
    disposition of such claim, action, or proceeding as authorized
    in the manner provided in subsection (d) of this section upon 
    receipt of an undertaking by or on behalf of the director or
    officer to repay such amount if, and to the extent that, it shall
    ultimately be determined that he is not entitled to be
    indemnified by the Corporation as authorized in this section.

         (f)  The indemnification authorized by this section
    shall not be deemed exclusive of, and shall be in addition
    to, any other rights, whether created prior or subsequent to
    the enactment of this section, to which those indemnified
    may be entitled under any statute, rule of law, provision of
    articles of incorporation, by-law, agreement, or vote of
    stockholders or disinterested directors, or otherwise, both
    as to action in his official capacity and as to action in
    another capacity while holding such office and shall
    continue as to a person who has ceased to be a director or
    an officer, and shall inure to the benefit of the heirs,
    executors, and administrators of such a person.

         (g)  The Corporation shall have power to purchase and
    maintain insurance on behalf of any person who is or was a
9
    director or an officer of the Corporation, or is or was
    serving at the request of the Corporation as a director,
    officer, partner, employee, or agent of another corporation,
    partnership, joint venture, trust, or other enterprise
    against any liability asserted against him and incurred by
    him in any such capacity or arising out of his status as
    such, whether or not the Corporation would have the power to
    indemnify him against such liability under the provisions of
    this section.

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following Exhibits are filed as a part of the
Registration Statement:
Exhibit No.                 Description

    *4(a)  -    Restated Conformed Certificate of Incorporation
                     of  the Registrant, as amended through February 3,
                     1995, which was filed as Exhibit 3(f) to the
                     Registrant's Annual Report on Form 10-K for the
                     year ended September 30, 1995 (File No. 1-7810).
    *4(b)  -    Certificate of Adoption of Resolutions Designating
                    Series A Junior Participating Preferred Stock,
                    adopted June 27, 1988, which was filed as Exhibit
                   4(e) to the Registrant's Registration Statement on
                   Form S-2 (Registration No. 33-25435).
    *4(c)  -  Bylaws of the Registrant, which were filed as
                   Exhibit 4(e) to the Registrant's Registration
                  Statement on Form S-8 (Registration No. 33-14855).
   *4(d)  -  Rights Agreement, dated as of July 27, 1988,
10

                  between Energen Corporation and AmSouth Bank,
                  N.A., Rights Agent, which was filed as Exhibit I
                  to the Registrant's Registration Statement on Form
                 8-A (File No. 1-7810).
 *4(e)  -   Amendment of Rights Agreement, dated as of
                 February 28, 1990, between Energen Corporation and
                AmSouth Bank, N.A., Rights Agent, which was filed
                as Exhibit 2 to Registrant's Form 8 Amendment No.
                2 to its Registration Statement on Form 8-A (File
                No. 1-7810).
*4(f) -    Indenture, dated as of January 1, 1992, between
                the Registrant and Boatman's Trust Company,
               Trustee, which was filed as Exhibit 4 to the
                Registrant's Registration Statement on Form S-3
                (Registration No. 33-44936).
*4(g)  -    Indenture, dated as of March 31, 1993, between the
                Registrant and Boatman's Trust Company, Trustee,
               which was filed as Exhibit 4 to the Registrant's Registration
               Statement on Form S-3 (Registration No. 33-25435).
*4(h) -    Indenture dated as of November 1, 1993, between
               Alabama Gas Corporation and NationsBank of
               Georgia, National Association, Trustee, which was
               filed as Exhibit 4(k) to Alabama Gas's
               Registration Statement on Form S-3 (Registration
               No. 33-70466).
*4(i)  -   Indenture between Energen Corporation and The Bank
              of New York, as Trustee, dated as of September 1,
              1996, which was fined as Exhibit 4(i) to the
              Registrant's Registration Statement on Form S-3
              (Registration No. 333-43245).
4(j)  -     Energen Corporation 1997 Stock Incentive Plan.
5      -     Opinion of Bradley Arant Rose & White LLP as to
               the legality of the securities being offered.
23(a) -   Consent of Coopers & Lybrand, L.L.P.
23(b) -   Consent of Bradley Arant Rose & White LLP is
               contained in their opinion filed as Exhibit 5 to
                this Registration Statement.
  24   -     Powers of Attorney of certain officers and
                directors.
*   Incorporated by reference.
11

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or
    sales are being made of the securities registered hereby, a
    post-effective amendment to this Registration Statement:

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

              (ii) To reflect in the prospectus any facts or
         events arising after the effective date of this
         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 this 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) (17 CFR
         Section 230.424(b)) if, in the aggregate, the changes in
         volume and price represent no more than a 20% change 
         in the maximum aggregate offering price set forth in the
         "Calculation of Registration Fee" table in this
         Registration Statement;

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

    Provided, however, that the undertakings set forth in
    paragraphs (a)(1)(i) and (a)(1)(ii) above 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 Securities Exchange Act of 1934 that
12

        are incorporated by reference in the Registration Statement.

         (2)  That for the purpose of determining any liability
    under the Securities Act of 1933, each such post-effective
    amendment shall be deemed to be a new registration statement
    relating to the securities offered herein, 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
    post-effective amendment any of the  securities being
    registered which remain unsold at the termination
    of the offering.

         (b)  The undersigned Registrant hereby undertakes that,
    for purposes for determining any liability under the
    Securities Act of 1933, each filing of the Registrant's
    Annual Report pursuant to Section 13(a) or 15(d) of the
    Securities Exchange Act of 1934 (and each filing of the
    Plan's Annual Report pursuant to section 15(d) of the
    Securities Exchange Act of 1934) that is incorporated by
    reference in the Registration Statement shall be deemed to
    be a new registration statement relating to the securities
    offered herein, and the offering of such securities at that
    time shall be deemed to be the initial bona fide offering
    thereof.

         (c)  Insofar as indemnification for liabilities arising
    under the Securities Act of 1933 may be permitted to
    directors, officers, and controlling persons of the
    Registrant pursuant to the foregoing provisions, or
    otherwise, the Registrant has been advised that in the
    opinion of the Securities and Exchange Commission such
    indemnification is against public policy as expressed in the
    Act and is, therefore, unenforceable.  In the event that a
    claim for indemnification against such 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
13

 its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
14

                   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 Birmingham, State of Alabama, on the 28th day of
January, 1998.

                                      ENERGEN CORPORATION

                       By           /s/ GEOFFREY C. KETCHAM
                                       Geoffrey C. Ketcham
                                  Its Executive Vice President,
                                 Treasurer and Chief Financial   
                                 Officer

         Pursuant to the requirements of the Securities Act of 
1933, this Registration Statement has been signed by the 
following persons in the capacities and on the date indicated.
Signature               Title               Date
*               Director       January 28, 1998
     Stephen D. Ban
      
            * 
                                Director       January 28, 1998
         Julian W. Banton

            *
                               Controller     January 28, 1998
     Grace B. Carr    (Principal
                               Accounting
                               Officer)
15

                 *
                               Director      January 28, 1998
            R. D. Cash

                 *                
                               Director      January 28, 1998
           J. Mason Davis, Jr.

/s/ GEOFFREY C. KETCHAM  Executive  January 28, 1998
    Geoffrey C. Ketcham              Vice President,
                                                     Treasurer and
                                                     Chief Financial
                                                     Officer
                                  
            *
                               Director      January 28, 1998
         Wallace L. Luthy

            *
                               Director      January 28, 1998
        Rex J. Lysinger                                         

            *
                               Director      January 28, 1998
        Judy M. Merritt

            *
                               Director      January 28, 1998
        Drayton Nabers, Jr.

            *
                                          Chairman    January 28, 1998
Wm. Michael Warren,Jr.   of the
                                          Board,
                                          President,
                                         Chief Executive
                                         Officer and Director

   *By /s/ GEOFFREY C. KETCHAM         
    Geoffrey C. Ketcham
    Attorney-in-fact
16
Index to Exhibits
Exhibit No.                 Description

    *4(a)  -    Restated Conformed Certificate of Incorporation
                     of  the Registrant, as amended through February 3,
                     1995, which was filed as Exhibit 3(f) to the
                     Registrant's Annual Report on Form 10-K for the
                     year ended September 30, 1995 (File No. 1-7810).
    *4(b)  -    Certificate of Adoption of Resolutions Designating
                    Series A Junior Participating Preferred Stock,
                    adopted June 27, 1988, which was filed as Exhibit
                   4(e) to the Registrant's Registration Statement on
                   Form S-2 (Registration No. 33-25435).
    *4(c)  -  Bylaws of the Registrant, which were filed as
                   Exhibit 4(e) to the Registrant's Registration
                  Statement on Form S-8 (Registration No. 33-14855).
   *4(d)  -  Rights Agreement, dated as of July 27, 1988,
                 between Energen Corporation and AmSouth Bank,
                  N.A., Rights Agent, which was filed as Exhibit I
                  to the Registrant's Registration Statement on Form
                 8-A (File No. 1-7810).
 *4(e)  -   Amendment of Rights Agreement, dated as of
                 February 28, 1990, between Energen Corporation and
                AmSouth Bank, N.A., Rights Agent, which was filed
                as Exhibit 2 to Registrant's Form 8 Amendment No.
                2 to its Registration Statement on Form 8-A (File
                No. 1-7810).
*4(f) -    Indenture, dated as of January 1, 1992, between
                the Registrant and Boatman's Trust Company,
               Trustee, which was filed as Exhibit 4 to the
                Registrant's Registration Statement on Form S-3
                (Registration No. 33-44936).
*4(g)  -    Indenture, dated as of March 31, 1993, between the
                Registrant and Boatman's Trust Company, Trustee,
               which was filed as Exhibit 4 to the Registrant's Registration
17

               Statement on Form S-3 (Registration No. 33-25435).
*4(h) -    Indenture dated as of November 1, 1993, between
               Alabama Gas Corporation and NationsBank of
               Georgia, National Association, Trustee, which was
               filed as Exhibit 4(k) to Alabama Gas's
               Registration Statement on Form S-3 (Registration
               No. 33-70466).
*4(i)  -   Indenture between Energen Corporation and The Bank
              of New York, as Trustee, dated as of September 1,
              1996, which was fined as Exhibit 4(i) to the
              Registrant's Registration Statement on Form S-3
              (Registration No. 333-43245).
4(j)  -     Energen Corporation 1997 Stock Incentive Plan.
5      -     Opinion of Bradley Arant Rose & White LLP as to
               the legality of the securities being offered.
23(a) -   Consent of Coopers & Lybrand, L.L.P.
23(b) -   Consent of Bradley Arant Rose & White LLP is
               contained in their opinion filed as Exhibit 5 to
                this Registration Statement.
  24   -     Powers of Attorney of certain officers and
                directors.
*   Incorporated by reference.