U-3A-2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM U-3A-2

File No. 69-242

Statement by Holding Company Claiming Exemption Under Rule

U-3A-2 from the Provisions of the Public Utility Holding

Company Act of 1935 (the Act)

To Be Filed Annually Prior to March 1

ENERGEN CORPORATION

(Name of company)

hereby files with the Securities and Exchange Commission (the Commission), pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information:

1. The claimant Energen Corporation, an Alabama corporation, is a holding company with the following direct and indirect subsidiaries. Unless otherwise noted, each subsidiary is an Alabama corporation:

Alabama Gas Corporation is a natural gas distribution company.

  Energen Resources Corporation is an oil and gas exploration and production company and has the following subsidiary:

Basin Pipeline Corp. is in the business of gathering and transporting natural gas and coalbed methane.

Energen Resources TEAM, Inc. is an owner and operator of coalbed methane properties.

  EGN Services, Inc. discontinued its wholesale distribution of gas appliances business during 2003.

The business address of the Claimant and each of its subsidiaries is:

605 Richard Arrington, Jr. Boulevard North

Birmingham, Alabama 35203-2707

2. Alabama Gas Corporation, one of the Claimant's subsidiaries, is a "gas utility company" under the provisions of Section 2(a)(4) of the Act and is regulated by the Alabama Public Service Commission. The properties of Alabama Gas Corporation consist primarily of gas distribution systems serving communities in central and northwest Alabama. Alabama Gas Corporation also owns facilities for the liquefaction, storage, and revaporization of liquid natural gas; warehouses; office buildings; and other miscellaneous equipment and property. The Federal Power Commission (now Federal Energy Regulatory Commission), by order issued September 21, 1954 in Docket No. G-2575, has declared Alabama Gas Corporation to be exempt from the provisions of the Natural Gas Act, 15 U.S.C. 717 (c). Neither Claimant nor any of its subsidiaries other than Alabama Gas Corporation is a "gas utility company" under the provisions of Section 2(a)(4) of the Act.

3. The following is information for the last calendar year with respect to Claimant and its subsidiary public utility company, Alabama Gas Corporation:

a. Mcf of natural or manufactured gas distributed at retail: 38,739,000 Mcf. MCF of natural or manufactured gas transported on behalf of end users: 54,910,000 Mcf

b. Mcf of natural or manufactured gas distributed at retail outside the State in which each such company is organized: None

c.Mcf of natural or manufactured gas sold at wholesale outside the State in which such company is organized, or at the State line: None

d. Mcf of natural or manufactured gas purchased outside the State in which each such company is organized or at the State line: 40,092,000 Mcf

4. The Claimant does not hold directly or indirectly any interest in an EWG or a foreign utility company.

A consolidating statement of income and retained earnings of the Claimant and its subsidiary companies for the last calenadar year, together with a consolidating balance sheet of Claimant and its subsidiary companies as of the close of such calendar year is attached hereto as Exhibit A and made a part hereof. Exhibit B with respect to an EWG or foreign utility company is not applicable to Claimant.

The above-named Claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 16 day of February, 2004.

ENERGEN CORPORATION

(Name of Claimant)

  By /s/ WM. MICHAEL WARREN, JR.

  WM. MICHAEL WARREN, JR.

  ITS CHAIRMAN OF THE BOARD

CORPORATE SEAL

ATTEST:

By /s/ J. DAVID WOODRUFF

J. DAVID WOODRUFF

ITS SECRETARY

Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed:

J. David Woodruff

Secretary

605 Richard Arrington, Jr. Boulevard North

Birmingham, Alabama 35203-2707

EX-1

ENERGEN CORPORATION							EXHIBIT 1
Consolidating Statement of Income
Year Ended December 31, 2003
Unaudited
(in thousands of dollars)
	Energen			Alabama	Energen	EGN	American
	Consolidated	Elims	Parent	Gas	Resources *	Services	Heat Tech
Operating Revenues
Natural gas distribution	$489,099	$0	$0	$489,099	$0	$0	$0
Oil and gas production	353,122	(2,214)	0	0	355,336	0	0
Total operating revenues	842,221	(2,214)	0	489,099	355,336	0	0
Operating Expenses
Cost of gas	233,823	(2,214)	0	236,037	0	0	0
Operations and maintenance	208,219	0	2,535	114,078	91,598	0	8
Depreciation, depletion and amortization	116,858	0	0	37,171	79,687	0	0
Taxes, other than income taxes	63,543	0	5	34,965	28,570	0	3
Total operating expenses	622,443	(2,214)	2,540	422,251	199,855	0	11
Operating income	219,778	0	(2,540)	66,848	155,481	0	(11)
Other Income (Expense)
Interest expense	(42,262)	0	(28,393)	(13,869)	0	0	0
Interest income (expense) - affiliates	0	481	28,193	(98)	(28,577)	1	0
Accretion expense	(1,890)	0	0	0	(1,890)	0	0
Dividends on preferred stock of subsidiary	0	0	0	0	0	0	0
Allowance for funds used during construction	948	0	0	948	0	0	0
Other expense	(9,977)	0	(150)	(5,269)		(4,558)	0
Other income	7,796	(481)	70	4,132	136	3,853	86
Total other income (expense)	(45,385)	0	(280)	(14,156)	(30,331)	(704)	86
Income Before Income Taxes	174,393	0	(2,820)	52,692	125,150	(704)	75
Income tax expense (benefit)	64,128	0	(1,883)	19,675	46,616	(232)	(48)
Net Income from Continuing Operations Before
Income Taxes and Cumulative Effect of Change in
Accounting Principle	110,265	0	(937)	33,017	78,534	(472)	123
Discontinued Operations, net of taxes
Income (loss) from Operations	973	0	0	0	973	0	0
Gain (loss) on disposal	(584)	0	0	0	(584)	0	0
Income (Loss) From Discontinued Operations	389	0	0	0	389	0	0
Cumulative effect of change in accounting
principle, net of taxes	0	0	0	0	0	0	0
Net Income	110,654	0	(937)	33,017	78,923	(472)	123
Retained Earnings @ Beginning of Period	275,266	(327,109)	244,190	182,852	173,197	2,794	(658)
Less Common Stock Dividends	(25,919)	0	(25,919)	0	0	0	0
Other Increases (Decreases)	0	995	120	0	0	(1,650)	535
Retained Earnings @ End of Period	$360,001	($326,114)	$217,454	$215,869	$252,120	$672	$0
* Includes transactions and balances of its subsidiaries and its affiliate Energen Resources TEAM Inc.
ENERGEN CORPORATION
Consolidating Balance Sheet
December 31, 2003
Unaudited
(in thousands of dollars)
	Energen			Alabama	Energen	EGN	American
	Consolidated	Elims	Parent	Gas	Resources *	Services	Heat Tech
Property Plant and Equipment
Utility Plant	$883,225	$0	$0	$883,225	$0	$0	$0
Less: A/D	341,787	0	0	341,787	0	0	0
Utility plant, net	541,438	0	0	541,438	0	0	0
Oil and gas properties	1,197,340	0	0	0	1,197,340	0	0
Less: A/D	310,368	0	0	0	310,368	0	0
Oil and gas properties, net	886,972	0	0	0	886,972	0	0
Other property, net	5,041	0	0	331	4,710	0	0
Property, plant and equipment, net	1,433,451	0	0	541,769	891,682	0	0
Current Assets
Cash	2,127	0	401	1,440	94	192	0
Accounts receivable	182,767	3	5	136,604	45,913	242	0
Intercompany receivable	0	924	(1,228)	0	0	304	0
Allowance for doubtful accounts	(9,852)	0	0	(9,100)	(577)	(175)	0
Inventories	51,806	0	0	49,656	2,150	0	0
Prepayments and other	25,073	0	12	22,307	2,754	0	0
Advances to affiliate	0	(10,000)	10,000	0	0	0	0
Deferred taxes	38,145	5,145	0	17,650	15,350	0	0
Total current assets	290,066	(3,928)	9,190	218,557	65,684	563	0
Other Assets
Advances to affiliate	0	(383,309)	383,309	0	0	0	0
Regulatory asset	18,082	0	0	18,082	0	0	0
Deferred charges and other	39,833	(611,918)	630,017	19,285	2,449	0	0
Total other assets	57,915	(995,227)	1,013,326	37,367	2,449	0	0
Total Assets	$1,781,432	($999,155)	$1,022,516	$797,693	$959,815	$563	$0
* Includes transactions and balances of its subsidiaries and its affiliate Energen Resources TEAM Inc.
ENERGEN CORPORATION
Consolidating Balance Sheet
_________________
Unaudited
(in thousands of dollars)
	Energen			Alabama	Energen	EGN	American
	Consolidated	Elims	Parent	Gas	Resources *	Services	Heat Tech
Capitalization
Common shareholders' equity
Common stock	$362	($21)	$362	$20	$0	$1	$0
Treasury stock	(17,108)	0	(17,108)	0	0	0	0
Premium on capital stock	367,765	(260,783)	401,643	6,682	220,223	0	0
Capital surplus	2,802	(25,000)	0	27,802	0	0	0
Deferred compensation obligation	17,063	0	17,063	0	0	0	0
Accumulated other comprehensive loss	(30,595)	0	(8,881)	0	(21,714)	0	0
Amortization of restricted stock grants	(1,258)	0	(1,258)	0	0	0	0
Retained earnings	360,001	(326,114)	217,454	215,869	252,120	672	0
Total common shareholders' equity	699,032	(611,918)	609,275	250,373	450,629	673	0
Minority preferred stock	0	0	0	0	0	0	0
Long-term debt	552,842	0	383,309	169,533	0	0	0
Advances from parent	0	(383,309)	0	0	383,309	0	0
Total capitalization	1,251,874	(995,227)	992,584	419,906	833,938	673	0
Current Liabilities
LTD due in one year	10,000	0	10,000	0	0	0	0
Advances from parent	0	(10,000)	0	0	10,000	0	0
Notes payable to banks	11,000	0	0	11,000	0	0	0
Accounts payable	135,319	0	1,101	56,020	78,191	7	0
Intercompany payable	0	927	0	37,290	(38,217)	0	0
Accrued taxes	28,551	0	(4,040)	22,145	10,514	(68)	0
Customers' deposits	17,884	0	0	17,884	0	0	0
Amounts due customers	8,571	0	0	8,571	0	0	0
Accrued wages & benefits	24,957	0	16,845	6,247	1,865	0	0
Regulatory liability	54,146	0	0	54,146	0	0	0
Other	37,303	5,145	(4,218)	9,039	27,386	(49)	0
Total current liabilities	327,731	(3,928)	19,688	222,342	89,739	(110)	0
Deferred Credits and Other Liabilities
Deferred income taxes	33,200	0	(4,852)	32,178	5,874	0	0
Asset retirement obligation	26,515	0	0	0	26,515	0	0
Minimum pension liability	17,911	0	10,923	6,988	0	0	0
Regulatory liability	113,427	0	0	113,427	0	0	0
Other liabilities	10,774	0	4,173	2,852	3,749	0	0
Total deferred credits and other liabilities	201,827	0	10,244	155,445	36,138	0	0
Total Capital and Liabilities	$1,781,432	($999,155)	$1,022,516	$797,693	$959,815	$563	$0
* Includes transactions and balances of its subsidiaries and its affiliate Energen Resources TEAM Inc.