8-K

UNITED STATES

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

June 26, 2006

Commission File Number	Registrant	State of Incorporation	IRS Employer Identification Number
1-7810	Energen Corporation	Alabama	63-0757759

605 Richard Arrington Jr. Boulevard North Birmingham, Alabama	35203
(Address of principal executive offices)	(Zip Code)

(205) 326-2700

(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 Regulation FD Disclosure

On June 26, 2006, Energen Corporation announced that its Board of Directors has authorized an additional 9 million shares of Energen common stock for repurchase. A copy of the press release is attached hereto as Exhibit 99.1.

Energen Corporation has included a reconciliation of certain Non-GAAP financial measures to the related GAAP financial measures. These Non-GAAP financial measures will be disclosed in meetings with members of the investment community at the Bank of America 2006 Utilities Mini-Conference on June 27, 2006. A slide presentation containing the meeting material will be available June 27 on the Company’s web site: www.energen.com. The reconciliation is attached hereto as exhibit 99.2.

The information in this Current Report on Form 8-K and the exhibits attached hereto shall be deemed to be furnished and not “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be otherwise subject to the liabilities of such section, nor shall such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
99.1	Press Release dated June 26, 2006
99.2	Non-GAAP Financial Measures Reconciliation

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SIGNATURES

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
June 26, 2006	By	/s/ G. C. Ketcham
		G. C. Ketcham
		Executive Vice President, Chief Financial Officer and Treasurer of Energen Corporation

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EX-99.1

EXHIBIT 99.1

For Release:	6 a.m. EDT	Contact:	Julie S. Ryland
	Monday, June 26, 2006		205-326-8421

Energen Board Authorizes Additional 9 Million Shares for Repurchase

BIRMINGHAM, ALA. — Energen Corporation (NYSE: EGN) announced today that its Board of Directors has authorized an additional 9 million shares of Energen common stock for repurchase. This brings the total amount of shares available for repurchase under Energen’s current buyback program to approximately 15 percent of shares outstanding.

The Company announced on May 18, 2006, that it would begin actively buying back shares under its then-existing authorization of 2,150,700 shares and would seek Board approval of an increase in shares authorized for repurchase. As of the close of trading on Friday, June 23, Energen had repurchased 939,000 shares on the open market.

“Over the next 30 months, we plan to consider stock repurchase on a go-forward basis as one of several investment options available to us as we strive to allocate capital in ways that will continue to enhance shareholder value,” said Mike Warren, Energen’s chairman and chief executive officer.

Energen may buy shares from time to time on the open market or in negotiated purchases. The timing and amounts of any repurchases will be at management’s discretion and in accordance with securities laws and other legal requirements. The repurchase program is subject to reevaluation in the event of changes in market conditions.

Energen Corporation is a diversified energy holding company with headquarters in Birmingham, Alabama. Its two lines of business are the acquisition and development of natural gas, oil and natural gas liquids onshore in North America and natural gas distribution in central and north Alabama. Additional information on Energen is available at www.energen.com.

FORWARD-LOOKING STATEMENTS

This release contains statements expressing expectations of future plans, objectives and performance that constitute forward-looking statements made pursuant to the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. Except as otherwise disclosed, the Company’s forward-looking statements do not reflect the impact of possible or pending acquisitions, divestitures or restructurings. We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. All statements based on future expectations rather than on historical facts are forward-looking statements that are dependent on certain events, risks and uncertainties that could cause actual results to differ materially from those anticipated. In addition, the Company cannot guarantee the absence of errors in input data, calculations and formulas used in its estimates, assumptions and forecasts. A discussion of risks and uncertainties, which could affect future results of Energen and its subsidiaries, is included in the Company’s periodic reports filed with the Securities and Exchange Commission.

-o0o-

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EX-99.2

EXHIBIT 99.2

Non-GAAP Financial Measures

The United States Securities and Exchange Commission requires public companies, such as Energen Corporation (the Company), to reconcile Non-GAAP (GAAP refers to generally accepted accounting principles) financial measures to related GAAP measures. After-tax Cash Flows and Adjusted Cash Flows from Operations Excluding Alabama Gas Corporation (Alagasco) are Non-GAAP financial measures. Energen believes after-tax cash flows are relevant because they are a measure of cash available to fund the Company’s capital expenditures, dividends, debt reduction, and other investments. Similarly, Adjusted Cash Flows from Operations Excluding Alagasco reflect comparable information specific to the Company’s non-regulated activities.

Reconciliation To GAAP Information

($ in millions)

	Years Ended 12/31
	2005 Actual			2006 Estimate (a)					2007 Estimate (a)
Net Income (GAAP)	$	173.0		$	229	—	$	244	$	282	—	$	312
Depreciation, depletion and amortization		131.7			138			138		143			143
Deferred income taxes, net		58.6			62			62		18			18
After-tax Cash Flows (Non-GAAP)	$	363.3		$	429	—	$	444	$	443	—	$	473
Changes in assets and liabilities and other adjustments		(28.2	)		10	—		20		10	—		20
Net Cash Provided by Operating Activities (GAAP)	$	335.1		$	439	—	$	464	$	453	—	$	493

($ in millions)

	Years Ended 12/31
	2005 Actual			2006 Estimate (a)							2007 Estimate (a)
Net Cash Provided by Operating Activities (GAAP)	$	335.1		$	439		—	$	464		$	453		—	$	493
Changes in assets and liabilities and other adjustments		28.2			(10	)	—		(20	)		(10	)	—		(20	)
After-tax Cash Flow (Non-GAAP)	$	363.3		$	429		—	$	444		$	443		—	$	473
Less: AGC cash flows from operations (GAAP)		(56.0	)		(74	)	—		(74	)		(83	)	—		(83	)
Adj. Cash Flows from Operations Excluding Alagasco (Non-GAAP)	$	307.3		$	355		—	$	370		$	360		—	$	390

(a) This estimate is a “forward-looking statement” as defined by the Securities and Exchange Commission. All statements based on future expectations rather than on historical facts are forward-looking statements that are dependent on certain events, risks and uncertainties that could cause actual results to differ materially from those anticipated. In addition, the Company cannot guarantee the absence of errors in input data, calculations and formulas used in its estimates, assumptions and forecasts. A discussion of risks and uncertainties, which could affect future results of Energen and its subsidiaries, is included in the Company’s periodic reports filed with the Securities and Exchange Commission.