SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549




                            FORM 8-K
                         CURRENT REPORT



               Pursuant to Section 13 or 15(d) of
              the Securities Exchange Act of 1934


        Date of Report (Date of Earliest Event Reported)
                         June 24, 1998


                      Energen Corporation
     (Exact name of registrant as specified in its charter)


                            Alabama
         (State or other jurisdiction of incorporation)



           1-7810                            63-0757759
   (Commission File No.)         (IRS Employer Identification No.)




  2101 Sixth Avenue North
    Birmingham, Alabama                        35203
   (Address of principal                     (Zip Code)
     executive offices)

                         (205) 326-2700
      (Registrant's telephone number including area code)


Item 5. Other Events

     The   Board   of   Directors  of  Energen   Corporation
     (AEnergen@) today adopted a new Shareholder Rights Plan
     to  replace the existing Rights Plan when it expires at
     the close of business on July 27, 1998.

     "Like our current plan, the new Rights Plan is designed
     to  ensure  that all Energen shareholders receive  fair
     and equal treatment in the event of a proposed takeover
     of  the  Company," said Mike Warren, Energen's chairman
     and  chief  executive officer. "It also is designed  to
     guard  against abusive or coercive takeover tactics  to
     gain   control  of  the  Company  without  paying   all
     shareholders a control premium."

     "The Board's adoption of the new Rights Plan is not  in
     response to a takeover effort," Warren noted.

     The  Rights  Plan  provides that  all  shareholders  of
     record   on   July   27,  1998,  receive   a   dividend
     distribution  of  one  right per outstanding  share  of
     Energen  common stock. Each Right entitles shareholders
     to  buy  1/100 of a share of Energen Series 1998 Junior
     Participating Preferred Stock at a price of $70.

     The  Rights  will  not  be traded separately  from  the
     common  stock  and will be exercisable only  if  (1)  a
     person  or  group  acquires  15  percent  or  more   of
     Energen's  common stock or (2) if a person becomes  the
     beneficial  owner  of 10 percent  or  more  of  Energen
     common  stock  and  the  Board  determines  that   such
     person's ownership would cause certain harmful  effects
     to Energen and its shareholders.

     The  Rights Plan establishes guidelines under which the
     Board  may redeem the Rights for one cent each and  may
     exchange the Rights for shares of common stock.

     Details of the Shareholder Rights Plan will be outlined
     in a letter to be mailed to all Energen shareholders.

     Energen  Corporation  is a diversified  energy  company
     with headquarters in Birmingham, Alabama. Its two lines
     of  business are natural gas distribution and  oil  and
     gas exploration and production.


                           SIGNATURE



          Pursuant to the requirements of the Securities Exchange
Act  of  1934, the registrant has duly caused this report  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized.


                                     ENERGEN CORPORATION





DATE: July 13, 1998           By    /s/ WM. M. WARREN, JR.
                                      Wm. M. Warren, Jr.
                                    Chairman of the Board,
                                   Chief Executive Officer,
                                        and President