As filed with the Securities and Exchange Commission on July 2, 2001

                                                           Registration No.
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                            STONE ENERGY CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                      72-1235413
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                           625 E. Kaliste Saloom Road
                           Lafayette, Louisisana 70508
                                 (337) 237-0410
                    (Address of Principal Executive Offices)

      STONE ENERGY CORPORATION 2001 AMENDED AND RESTATED STOCK OPTION PLAN

                            (Full Title of the Plan)

                              Andrew L. Gates, III
                          Vice President, Secretary and
                                 General Counsel
                           625 E. Kaliste Saloom Road
                           Lafayette, Louisiana 70508
                     (Name and Address of Agent for Service)
                                 (337) 237-0410
          (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:

                                  Alan P. Baden
                             Vinson & Elkins L.L.P.
                                666 Fifth Avenue
                                   26th Floor
                            New York, New York 10103
                                 (917) 206-8000
                              (917) 206-8100 (fax)

--------------------------------------------------------------------------------

<PAGE>


<TABLE>

                         CALCULATION OF REGISTRATION FEE

======================= ==================== ========================== ========================= =========================
  Title of Securities      Amount To Be      Proposed Maximum Offering      Proposed Maximum        Amount of Registration
   To Be Registered         Registered           Price Per Share         Aggregate Offering Price             Fee
----------------------- -------------------- -------------------------  ------------------------- -------------------------
<S>                      <C>                        <C>                       <C>                        <C>
Common Stock, par value  3,225,000 shares(1)        $48.11(2)                 $85,628,751(3)             $21,407(1)
$0.01 per share
======================= ==================== =========================  ========================= =========================
</TABLE>

(1)  A filing fee is only being paid with respect to 1,780,000  shares of Common
     Stock.  The offer and sale of 1,445,000  shares of Common Stock  covered by
     the Stone Energy  Corporation  2001 Amended and Restated  Stock Option Plan
     has previously been registered by the Company's Registration  Statements on
     Form S-8, as amended,  (Commission  Filing Nos.  33-67332  and  333-87849).
     Pursuant to  Instruction E of Form S-8,  1,170,000  and 275,000  shares are
     being carried  forward from the Stone Energy  Corporation  2000 Amended and
     Restated  Stock  Option  Plan  and  the  Stone  Energy   Corporation   1993
     Nonemployee Directors' Stock Option Plan,  respectively,  together with the
     associated  filing fees. The Company has previously paid filing fees in the
     amounts of $6,992 and $1,069 with respect to these shares.

(2)  Calculated by dividing the proposed  maximum  aggregate  offering  price by
     1,780,000  shares,  the amount of additional  shares to be  registered  for
     which a fee is being paid.

(3)  The price is estimated in accordance  with Rule 457(h) under the Securities
     Act of 1933 solely for the purpose of calculating the  registration fee and
     is the sum of (i) the product resulting from multiplying 808,450 the number
     of shares registered by this  Registration  Statement to which options have
     been granted (but not exercised)  under the Stone Energy  Corporation  2001
     Amended and  Restated  Stock Option  Plan,  by $54.11 the average  exercise
     price of such  options  and (ii) the  product  resulting  from  multiplying
     971,550  shares,  the  number of  shares  registered  by this  Registration
     Statement  as to which  options  may be  granted  under  the  Stone  Energy
     Corporation  2001 Amended and Restated  Stock Option Plan,  by $43.11,  the
     average of the high and low prices of the Common  Stock as  reported on the
     New York Stock Exchange on June 27, 2001.


<PAGE>

                                EXPLANATORY NOTE

         Restated Stock Option Plan (the "2001 Plan"). The 2001 Plan is an
amendment and restatement of both the Stone Energy Corporation 2000 Amended and
Restated Stock Option Plan (the "2000 Plan") and the Stone Energy Corporation
1993 Nonemployee Directors' Stock Option Plan (the "1993 Nonemployee Directors'
Plan"). The aggregate number of shares of Common Stock that may be subject to
options granted under the 2001 Plan is 3,225,000 (which number includes shares
previously made subject to a stock option grant under either the 2000 Plan or
the 1993 Nonemployee Directors' Plan).

     The offer and sale of 1,445,000  shares of Common Stock has previously been
registered  by the  Company's  Registration  Statements on Forms S-8, as amended
(Commission  Filing Nos.  33-67332 and 333-87849).  Pursuant to Instruction E of
Form S-8,  1,170,000 and 275,000 shares are being carried forward from the Stone
Energy  Corporation  2000 Amended and  Restated  Stock Option Plan and the Stone
Energy Corporation 1993 Nonemployee Directors' Stock Option Plan,  respectively,
together with the associated filing fees. The Company has previously paid filing
fees in the  amounts  of $6,992 and $1,069  respectively  with  respect to these
shares.  Both of the Company's prior Registration  Statements on Forms S-8 (Nos.
33-67332 and 333-87849) have been post-effectively  amended to include a copy of
the 2001 Plan.

         Pursuant to the instructions to Part I of Form S-8, the prospectus
which is to be used for Stone Energy Corporation's issuance of the shares
subject to the 2001 Amended and Restated Stock Option Plan Incentive Plan is
omitted from this Registration Statement.





                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         This document incorporates by reference the documents listed below that
Stone has previously filed with the Securities and Exchange Commission. They
contain important information about our company and its financial condition.
Some of these filings have been amended by later filings, which are also listed.

 Stone Commission Filings
    (File No. 1-12074)                        Description or Period
--------------------------          ---------------------------------------
Current Report on Form 8-K          Summary financial information for the
                                    quarter ended March 31, 2001, dated May 2,
                                    2001

Current Report on Form 8-K          Resignation of Michael S. Smith, Stone
                                    Director on April 23, 2001

Current Report on Form 8-K          Proforma summary financial information for
                                    the quarter ended December 31, 2000, dated
                                    February 28, 2001

Current Report on Form 8-K          Proforma summary proved reserve information
                                    at December 31, 2000 and 1999, dated
                                    February 21, 2001

Current Report on Form 8-K          Announcement of the completion of Stone's
                                    merger with Basin Exploration, Inc.,
                                    amendment of Stone's Certificate of
                                    Incorporation, summary financial information
                                    for Basin Exploration, Inc. and proforma
                                    summary financial information for the
                                    combined company, dated February 1, 2001.

Current Report on Form 8-K          Announcement of the completion of Stone's
                                    merger with Basin Exploration, Inc., dated
                                    February 1, 2001

Proxy statement on Schedule 14 A    For Stone's 2001 annual meeting of
                                    stockholders held on May 17, 2001

Annual Report on Form 10-K          Year Ended December 31, 2000

Quarterly Report on Form 10-Q       Quarter Ended March 31, 2001

Registration Statement on Form 8-A  Description of Stone common stock including
                                    preferred share purchase rights.

     All documents  filed by Stone  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the Securities Exchange Act of 1934 subsequent to the effective date of
this  Registration  Statement,  but  prior  to the  filing  of a  post-effective
amendment to this Registration  Statement indicating that all securities offered
hereby have been sold or  deregistering  all securities  then remaining  unsold,
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the date of filing of such documents.  Any statement contained herein or in
any 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  in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed  to  constitute  a part of  this  Registration
Statement, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The common  stock is  registered  pursuant to Section 12 of the  Securities
Exchange Act of 1934. Therefore, the description of the securities is omitted.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  legality  of the common  stock  offered  hereby has been passed on for
Stone by Vinson & Elkins  L.L.P.,  666 Fifth Avenue,  26th Floor,  New York, New
York 10103, special counsel to Stone.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Stone Energy  Corporation is incorporated  in the State of Delaware.  Stone
has authority  under Section 145 of the General  Corporation Law (the "DGCL") of
the State of Delaware to indemnify its officers, directors, employees and agents
to the extent  provided in such statute.  Article VI of Stone's Bylaws  provides
for indemnification of Stone's officers, directors, employees and agents.

     Section 145 of the DGCL  authorizes,  among other things,  a corporation to
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the corporation),  by reason of the fact that such person is or was
a director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation,  partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceeding, provided that such person acted
in good faith and in a manner  such person  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 such person's
conduct was  unlawful.  A Delaware  corporation  may  indemnify  past or present
officers and directors of such corporation,  or of another  corporation or other
enterprise at the former corporation's  request, in an action by or in the right
of the corporation to procure a judgment in its favor under the same conditions,
except that no  indemnification  is permitted  without judicial approval if such
person is  adjudged to be liable to the  corporation.  Where a present or former
officer or director is  successful  on the merits or otherwise in defense of any
action referred to above,  or in defense of any claim,  issue or matter therein,
the  corporation  must  indemnify  such person  against the expenses  (including
attorney's fees) that such person actually and reasonably incurred in connection
therewith.  Section 145 further provides that any indemnification  shall be made
by the corporation only as authorized in each specific case upon a determination
by (i) a majority  vote of the  directors  who were not parties to such  action,
suit or  proceeding,  even though less than a quorum,  (ii) a committee  of such
directors designated by a majority vote of such directors, even though less than
a quorum,  (iii) independent  counsel if a quorum of disinterested  directors so
directs  or (iv) the  corporation's  stockholders.  Section  145  provides  that
indemnification  pursuant to its  provision is not  exclusive of other rights of
indemnification  to which a person may be entitled  under any bylaw,  agreement,
vote of stockholders or disinterested directors or otherwise.

     Section  145 of the DGCL  also  empowers  Stone to  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of Stone,  or is or was  serving at the  request  of Stone as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise,  against  liability  asserted against or incurred by
such person in any such  capacity,  whether or not Stone would have the power to
indemnify  such person  against such  liability  under the provisions of Section
145.  Article VI of Stone's Bylaws provides that Stone may purchase and maintain
insurance, at its expense, to protect itself and any of its directors, officers,
employees  or  agents,  or any  person  serving  at the  request  of  Stone as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  proprietorship,  employee  benefit  plan,  trust or other  enterprise,
against  any  expense,  liability  or loss,  whether or not Stone would have the
power to indemnify such person against such expense, liability or loss under the
DGCL.  Stone has purchased and  maintains a directors'  and officers'  liability
policy for such purposes.

     Section  102 of the DGCL  permits the  limitation  of  directors'  personal
liability  to Stone or its  stockholders  for  monetary  damage  for  breach  of
fiduciary duties as a director except in certain situations including the breach
of a  director's  duty of loyalty or acts or  omissions  not made in good faith.
Article Ninth of Stone's Certificate of Incorporation limits directors' personal
liability to the extent permitted by the DGCL.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Stone pursuant to
the  foregoing  provisions,  Stone has been  informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The  following  documents  are  filed  as  exhibits  to  this  Registration
Statement,  including those exhibits incorporated herein by reference to a prior
filing  of the  Company  under  the  Securities  Act of 1933  or the  Securities
Exchange Act of 1934 as indicated in parentheses:

  Exhibit
    No.                           Exhibit
  -------                         -------
    4.1  -  Stone Energy Corporation 2001 Amended and Restated Stock Option Plan
    4.2  -  Form of Stone Energy Corporation Nonstatutory Stock Option Agreement
    4.3  -  Form of Stone Energy Corporation Nonemployee Directors' Stock Option
            Agreement
    4.4  -  Stone Energy Corporation 2000 Amended and Restated Stock Option Plan
    4.5  -  Stone Energy Corporation 1999 Stock Option Plan
    5.1  -  Opinion of Vinson & Elkins, L.L.P
   23.1  -  Consent of Arthur Andersen L.L.P
   23.2  -  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
   24.1  -  Powers of Attorney (included on the original signature pages hereof)
----------

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 of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth  in the  registration  statement.
               Notwithstanding  the  foregoing,  any increase or decrease in the
               volume  of  securities  offered  (if the  total  dollar  value of
               securities  offered  would not exceed that which was  registered)
               and any  deviation  from  the low or  high  end of the  estimated
               maximum offering range may be reflected in the form of prospectus
               filed  with the  Commission  pursuant  to Rule  424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20 percent change in the maximum  aggregate  offering price set
               forth  in the  "Calculation  of  Registration  Fee"  table in the
               effective registration statement; and

                    (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 clauses (i) and
          (ii) above do not apply if the information  required to be included in
          a  post-effective  amendment by those clauses is contained in periodic
          reports  filed  with  or  furnished  to the  Securities  and  Exchange
          Commission by the  registrant  pursuant to Section 13 or Section 15(d)
          of the  Securities  Exchange  Act of 1934  that  are  incorporated  by
          reference in 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  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

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

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to  Section  13(a) or Section 15 (d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  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 therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant to the  provisions set forth in Item 15, 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 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>


                                   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 Lafayette, State of Louisiana, on June 29, 2001.


                        STONE ENERGY CORPORATION


                    By:/s/ James H. Prince
                       ----------------------------------------------
                           James H. Prince
                           Vice President, Chief Financial Officer and Treasurer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  James H. Prince or D. Peter Canty and each of
them, any one of whom may act without the joinder of the others, as his true and
lawful  attorney-in-fact  to sign on his behalf and in the capacity stated below
and to  file  any and  all  amendments  and  post-effective  amendments  to this
registration  statement,  with all exhibits  thereto,  with the  Securities  and
Exchange  Commission,  which  amendment or amendments  may make such changes and
additions  in this  registration  statement  as such  attorney-in-fact  may deem
necessary or appropriate.

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

         Signature                          Title                     Date
         ---------                          -----                     ----


    /s/James H. Stone                Chairman of the Board        June 29, 2001
----------------------------
       James H. Stone

   /s/Joe R. Klutts               Vice Chairman of the Board      June 29, 2001
----------------------------
      Joe R. Klutts

   /s/D. Peter Canty              President, Chief Executive      June 29, 2001
----------------------------         Officer and Director
      D. Peter Canty             (Principal Executive Officer)

  /s/ James H. Prince           Vice President, Chief Financial   June 29, 2001
----------------------------         Officer and Treasurer
      James H. Prince            (Principal Financial Officer)

  /s/ J. Kent Pierret           Vice President-Accounting, Chief  June 29, 2001
----------------------------    Accounting Officer and Controller
      J. Kent Pierret           (Principal Accounting Officer)

   /s/David R. Voelker                     Director               June 29, 2001
----------------------------
      David R. Voelker

   /s/John P. Laborde                      Director               June 29, 2001
----------------------------
      John P. Laborde

 /s/Robert A. Bernhard                     Director               June 29, 2001
----------------------------
    Robert A. Bernhard

<PAGE>

   /s/Raymond B. Gary                      Director               June 29, 2001
----------------------------
      Raymond B. Gary

    /s/B. J. Duplantis                     Director               June 29, 2001
----------------------------
       B. J. Duplantis

    /s/Peter K. Barker                     Director               June 29, 2001
----------------------------
       Peter K. Barker

 /s/Richard A. Pattarozzi                  Director               June 29, 2001
----------------------------
    Richard A. Pattarozzi
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{"company-data": {"conformed-name": "STONE ENERGY CORP", "cik": "0000904080", "assigned-sic": "1311", "irs-number": "721235413", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64448", "film-number": "1674137"}, "business-address": {"street1": "625 E KALISTE SALOOM RD", "city": "LAFAYETTE", "state": "LA", "zip": "70508", "phone": "3182370410"}, "mail-address": {"street1": "625 E KALISTLE SALOOM RD", "city": "LAFAYETTE", "state": "LA", "zip": "70508"}}
As filed with the Securities and Exchange Commission on July 2, 2001

                                                           Registration No.
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                            STONE ENERGY CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                      72-1235413
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                           625 E. Kaliste Saloom Road
                           Lafayette, Louisisana 70508
                                 (337) 237-0410
                    (Address of Principal Executive Offices)

      STONE ENERGY CORPORATION 2001 AMENDED AND RESTATED STOCK OPTION PLAN

                            (Full Title of the Plan)

                              Andrew L. Gates, III
                          Vice President, Secretary and
                                 General Counsel
                           625 E. Kaliste Saloom Road
                           Lafayette, Louisiana 70508
                     (Name and Address of Agent for Service)
                                 (337) 237-0410
          (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:

                                  Alan P. Baden
                             Vinson & Elkins L.L.P.
                                666 Fifth Avenue
                                   26th Floor
                            New York, New York 10103
                                 (917) 206-8000
                              (917) 206-8100 (fax)

--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

======================= ==================== ========================== ========================= =========================
  Title of Securities      Amount To Be      Proposed Maximum Offering      Proposed Maximum        Amount of Registration
   To Be Registered         Registered           Price Per Share         Aggregate Offering Price             Fee
----------------------- -------------------- -------------------------  ------------------------- -------------------------
Common Stock, par value  3,225,000 shares(1)        $48.11(2)                 $85,628,751(3)             $21,407(1)
$0.01 per share
======================= ==================== =========================  ========================= =========================
(1)  A filing fee is only being paid with respect to 1,780,000  shares of Common
     Stock.  The offer and sale of 1,445,000  shares of Common Stock  covered by
     the Stone Energy  Corporation  2001 Amended and Restated  Stock Option Plan
     has previously been registered by the Company's Registration  Statements on
     Form S-8, as amended,  (Commission  Filing Nos.  33-67332  and  333-87849).
     Pursuant to  Instruction E of Form S-8,  1,170,000  and 275,000  shares are
     being carried  forward from the Stone Energy  Corporation  2000 Amended and
     Restated  Stock  Option  Plan  and  the  Stone  Energy   Corporation   1993
     Nonemployee Directors' Stock Option Plan,  respectively,  together with the
     associated  filing fees. The Company has previously paid filing fees in the
     amounts of $6,992 and $1,069 with respect to these shares.

(2)  Calculated by dividing the proposed  maximum  aggregate  offering  price by
     1,780,000  shares,  the amount of additional  shares to be  registered  for
     which a fee is being paid.

(3)  The price is estimated in accordance  with Rule 457(h) under the Securities
     Act of 1933 solely for the purpose of calculating the  registration fee and
     is the sum of (i) the product resulting from multiplying 808,450 the number
     of shares registered by this  Registration  Statement to which options have
     been granted (but not exercised)  under the Stone Energy  Corporation  2001
     Amended and  Restated  Stock Option  Plan,  by $54.11 the average  exercise
     price of such  options  and (ii) the  product  resulting  from  multiplying
     971,550  shares,  the  number of  shares  registered  by this  Registration
     Statement  as to which  options  may be  granted  under  the  Stone  Energy
     Corporation  2001 Amended and Restated  Stock Option Plan,  by $43.11,  the
     average of the high and low prices of the Common  Stock as  reported on the
     New York Stock Exchange on June 27, 2001.
EXPLANATORY NOTE

         Restated Stock Option Plan (the "2001 Plan"). The 2001 Plan is an
amendment and restatement of both the Stone Energy Corporation 2000 Amended and
Restated Stock Option Plan (the "2000 Plan") and the Stone Energy Corporation
1993 Nonemployee Directors' Stock Option Plan (the "1993 Nonemployee Directors'
Plan"). The aggregate number of shares of Common Stock that may be subject to
options granted under the 2001 Plan is 3,225,000 (which number includes shares
previously made subject to a stock option grant under either the 2000 Plan or
the 1993 Nonemployee Directors' Plan).

     The offer and sale of 1,445,000  shares of Common Stock has previously been
registered  by the  Company's  Registration  Statements on Forms S-8, as amended
(Commission  Filing Nos.  33-67332 and 333-87849).  Pursuant to Instruction E of
Form S-8,  1,170,000 and 275,000 shares are being carried forward from the Stone
Energy  Corporation  2000 Amended and  Restated  Stock Option Plan and the Stone
Energy Corporation 1993 Nonemployee Directors' Stock Option Plan,  respectively,
together with the associated filing fees. The Company has previously paid filing
fees in the  amounts  of $6,992 and $1,069  respectively  with  respect to these
shares.  Both of the Company's prior Registration  Statements on Forms S-8 (Nos.
33-67332 and 333-87849) have been post-effectively  amended to include a copy of
the 2001 Plan.

         Pursuant to the instructions to Part I of Form S-8, the prospectus
which is to be used for Stone Energy Corporation's issuance of the shares
subject to the 2001 Amended and Restated Stock Option Plan Incentive Plan is
omitted from this Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         This document incorporates by reference the documents listed below that
Stone has previously filed with the Securities and Exchange Commission. They
contain important information about our company and its financial condition.
Some of these filings have been amended by later filings, which are also listed.

 Stone Commission Filings
    (File No. 1-12074)                        Description or Period
--------------------------          ---------------------------------------
Current Report on Form 8-K          Summary financial information for the
                                    quarter ended March 31, 2001, dated May 2,
                                    2001

Current Report on Form 8-K          Resignation of Michael S. Smith, Stone
                                    Director on April 23, 2001

Current Report on Form 8-K          Proforma summary financial information for
                                    the quarter ended December 31, 2000, dated
                                    February 28, 2001

Current Report on Form 8-K          Proforma summary proved reserve information
                                    at December 31, 2000 and 1999, dated
                                    February 21, 2001

Current Report on Form 8-K          Announcement of the completion of Stone's
                                    merger with Basin Exploration, Inc.,
                                    amendment of Stone's Certificate of
                                    Incorporation, summary financial information
                                    for Basin Exploration, Inc. and proforma
                                    summary financial information for the
                                    combined company, dated February 1, 2001.

Current Report on Form 8-K          Announcement of the completion of Stone's
                                    merger with Basin Exploration, Inc., dated
                                    February 1, 2001

Proxy statement on Schedule 14 A    For Stone's 2001 annual meeting of
                                    stockholders held on May 17, 2001

Annual Report on Form 10-K          Year Ended December 31, 2000

Quarterly Report on Form 10-Q       Quarter Ended March 31, 2001

Registration Statement on Form 8-A  Description of Stone common stock including
                                    preferred share purchase rights.

     All documents  filed by Stone  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the Securities Exchange Act of 1934 subsequent to the effective date of
this  Registration  Statement,  but  prior  to the  filing  of a  post-effective
amendment to this Registration  Statement indicating that all securities offered
hereby have been sold or  deregistering  all securities  then remaining  unsold,
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the date of filing of such documents.  Any statement contained herein or in
any 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  in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed  to  constitute  a part of  this  Registration
Statement, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The common  stock is  registered  pursuant to Section 12 of the  Securities
Exchange Act of 1934. Therefore, the description of the securities is omitted.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  legality  of the common  stock  offered  hereby has been passed on for
Stone by Vinson & Elkins  L.L.P.,  666 Fifth Avenue,  26th Floor,  New York, New
York 10103, special counsel to Stone.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Stone Energy  Corporation is incorporated  in the State of Delaware.  Stone
has authority  under Section 145 of the General  Corporation Law (the "DGCL") of
the State of Delaware to indemnify its officers, directors, employees and agents
to the extent  provided in such statute.  Article VI of Stone's Bylaws  provides
for indemnification of Stone's officers, directors, employees and agents.

     Section 145 of the DGCL  authorizes,  among other things,  a corporation to
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the corporation),  by reason of the fact that such person is or was
a director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation,  partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceeding, provided that such person acted
in good faith and in a manner  such person  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 such person's
conduct was  unlawful.  A Delaware  corporation  may  indemnify  past or present
officers and directors of such corporation,  or of another  corporation or other
enterprise at the former corporation's  request, in an action by or in the right
of the corporation to procure a judgment in its favor under the same conditions,
except that no  indemnification  is permitted  without judicial approval if such
person is  adjudged to be liable to the  corporation.  Where a present or former
officer or director is  successful  on the merits or otherwise in defense of any
action referred to above,  or in defense of any claim,  issue or matter therein,
the  corporation  must  indemnify  such person  against the expenses  (including
attorney's fees) that such person actually and reasonably incurred in connection
therewith.  Section 145 further provides that any indemnification  shall be made
by the corporation only as authorized in each specific case upon a determination
by (i) a majority  vote of the  directors  who were not parties to such  action,
suit or  proceeding,  even though less than a quorum,  (ii) a committee  of such
directors designated by a majority vote of such directors, even though less than
a quorum,  (iii) independent  counsel if a quorum of disinterested  directors so
directs  or (iv) the  corporation's  stockholders.  Section  145  provides  that
indemnification  pursuant to its  provision is not  exclusive of other rights of
indemnification  to which a person may be entitled  under any bylaw,  agreement,
vote of stockholders or disinterested directors or otherwise.

     Section  145 of the DGCL  also  empowers  Stone to  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of Stone,  or is or was  serving at the  request  of Stone as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise,  against  liability  asserted against or incurred by
such person in any such  capacity,  whether or not Stone would have the power to
indemnify  such person  against such  liability  under the provisions of Section
145.  Article VI of Stone's Bylaws provides that Stone may purchase and maintain
insurance, at its expense, to protect itself and any of its directors, officers,
employees  or  agents,  or any  person  serving  at the  request  of  Stone as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  proprietorship,  employee  benefit  plan,  trust or other  enterprise,
against  any  expense,  liability  or loss,  whether or not Stone would have the
power to indemnify such person against such expense, liability or loss under the
DGCL.  Stone has purchased and  maintains a directors'  and officers'  liability
policy for such purposes.

     Section  102 of the DGCL  permits the  limitation  of  directors'  personal
liability  to Stone or its  stockholders  for  monetary  damage  for  breach  of
fiduciary duties as a director except in certain situations including the breach
of a  director's  duty of loyalty or acts or  omissions  not made in good faith.
Article Ninth of Stone's Certificate of Incorporation limits directors' personal
liability to the extent permitted by the DGCL.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Stone pursuant to
the  foregoing  provisions,  Stone has been  informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The  following  documents  are  filed  as  exhibits  to  this  Registration
Statement,  including those exhibits incorporated herein by reference to a prior
filing  of the  Company  under  the  Securities  Act of 1933  or the  Securities
Exchange Act of 1934 as indicated in parentheses:

  Exhibit
    No.                           Exhibit
  -------                         -------
    4.1  -  Stone Energy Corporation 2001 Amended and Restated Stock Option Plan
    4.2  -  Form of Stone Energy Corporation Nonstatutory Stock Option Agreement
    4.3  -  Form of Stone Energy Corporation Nonemployee Directors' Stock Option
            Agreement
    4.4  -  Stone Energy Corporation 2000 Amended and Restated Stock Option Plan
    4.5  -  Stone Energy Corporation 1999 Stock Option Plan
    5.1  -  Opinion of Vinson & Elkins, L.L.P
   23.1  -  Consent of Arthur Andersen L.L.P
   23.2  -  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
   24.1  -  Powers of Attorney (included on the original signature pages hereof)
----------

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 of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth  in the  registration  statement.
               Notwithstanding  the  foregoing,  any increase or decrease in the
               volume  of  securities  offered  (if the  total  dollar  value of
               securities  offered  would not exceed that which was  registered)
               and any  deviation  from  the low or  high  end of the  estimated
               maximum offering range may be reflected in the form of prospectus
               filed  with the  Commission  pursuant  to Rule  424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20 percent change in the maximum  aggregate  offering price set
               forth  in the  "Calculation  of  Registration  Fee"  table in the
               effective registration statement; and

                    (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 clauses (i) and
          (ii) above do not apply if the information  required to be included in
          a  post-effective  amendment by those clauses is contained in periodic
          reports  filed  with  or  furnished  to the  Securities  and  Exchange
          Commission by the  registrant  pursuant to Section 13 or Section 15(d)
          of the  Securities  Exchange  Act of 1934  that  are  incorporated  by
          reference in 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  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

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

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to  Section  13(a) or Section 15 (d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  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 therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant to the  provisions set forth in Item 15, 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 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.
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 Lafayette, State of Louisiana, on June 29, 2001.

                        STONE ENERGY CORPORATION

                    By:/s/ James H. Prince
                       ----------------------------------------------
                           James H. Prince
                           Vice President, Chief Financial Officer and Treasurer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  James H. Prince or D. Peter Canty and each of
them, any one of whom may act without the joinder of the others, as his true and
lawful  attorney-in-fact  to sign on his behalf and in the capacity stated below
and to  file  any and  all  amendments  and  post-effective  amendments  to this
registration  statement,  with all exhibits  thereto,  with the  Securities  and
Exchange  Commission,  which  amendment or amendments  may make such changes and
additions  in this  registration  statement  as such  attorney-in-fact  may deem
necessary or appropriate.

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

         Signature                          Title                     Date
         ---------                          -----                     ----

    /s/James H. Stone                Chairman of the Board        June 29, 2001
----------------------------
       James H. Stone

   /s/Joe R. Klutts               Vice Chairman of the Board      June 29, 2001
----------------------------
      Joe R. Klutts

   /s/D. Peter Canty              President, Chief Executive      June 29, 2001
----------------------------         Officer and Director
      D. Peter Canty             (Principal Executive Officer)

  /s/ James H. Prince           Vice President, Chief Financial   June 29, 2001
----------------------------         Officer and Treasurer
      James H. Prince            (Principal Financial Officer)

  /s/ J. Kent Pierret           Vice President-Accounting, Chief  June 29, 2001
----------------------------    Accounting Officer and Controller
      J. Kent Pierret           (Principal Accounting Officer)

   /s/David R. Voelker                     Director               June 29, 2001
----------------------------
      David R. Voelker

   /s/John P. Laborde                      Director               June 29, 2001
----------------------------
      John P. Laborde

 /s/Robert A. Bernhard                     Director               June 29, 2001
----------------------------
    Robert A. Bernhard
/s/Raymond B. Gary                      Director               June 29, 2001
----------------------------
      Raymond B. Gary

    /s/B. J. Duplantis                     Director               June 29, 2001
----------------------------
       B. J. Duplantis

    /s/Peter K. Barker                     Director               June 29, 2001
----------------------------
       Peter K. Barker

 /s/Richard A. Pattarozzi                  Director               June 29, 2001
----------------------------
    Richard A. Pattarozzi