10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO             

Commission File Number	Registrant	State of Incorporation	IRS Employer Identification Number
1-7810	Energen Corporation	Alabama	63-0757759
2-38960	Alabama Gas Corporation	Alabama	63-0022000

605 Richard Arrington Jr. Boulevard North

Birmingham, Alabama 35203-2707

Telephone Number 205/326-2700

http://www.energen.com

Alabama Gas Corporation, a wholly owned subsidiary of Energen Corporation, meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with reduced disclosure format pursuant to General Instruction H(2).

Indicate by a check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. YES x    NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Energen Corporation	Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨
Alabama Gas Corporation	Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Energen Corporation YES ¨    NO x

Alabama Gas Corporation YES ¨    NO x

Indicate the number of shares outstanding of each of the issuers’ classes of common stock, as of October 30, 2007

Energen Corporation	$0.01 par value	71,787,138 shares
Alabama Gas Corporation	$0.01 par value	1,972,052 shares

ENERGEN CORPORATION AND ALABAMA GAS CORPORATION

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2007

TABLE OF CONTENTS

		Page
	PART I: FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	(a) Consolidated Condensed Statements of Income of Energen Corporation	3
	(b) Consolidated Condensed Balance Sheets of Energen Corporation	4
	(c) Consolidated Condensed Statements of Cash Flows of Energen Corporation	6
	(d) Condensed Statements of Income of Alabama Gas Corporation	7
	(e) Condensed Balance Sheets of Alabama Gas Corporation	8
	(f) Condensed Statements of Cash Flows of Alabama Gas Corporation	10
	(g) Notes to Unaudited Condensed Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Selected Business Segment Data of Energen Corporation	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4.	Controls and Procedures	32
	PART II: OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 6.	Exhibits	33
SIGNATURES		34

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

ENERGEN CORPORATION

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
(in thousands, except per share data)	2007			2006			2007			2006
Operating Revenues
Oil and gas operations	$	208,423		$	171,516		$	605,812		$	510,213
Natural gas distribution		67,599			71,195			477,793			503,014
Total operating revenues		276,022			242,711			1,083,605			1,013,227
Operating Expenses
Cost of gas		31,088			32,311			252,584			284,192
Operations and maintenance		84,857			78,836			251,011			231,720
Depreciation, depletion and amortization		41,457			35,676			118,184			104,472
Taxes, other than income taxes		18,988			19,338			71,170			73,450
Accretion expense		1,000			881			2,921			2,691
Total operating expenses		177,390			167,042			695,870			696,525
Operating Income		98,632			75,669			387,735			316,702
Other Income (Expense)
Interest expense		(11,418	)		(12,267	)		(35,655	)		(37,810	)
Other income		885			448			2,396			1,410
Other expense		(244	)		(207	)		(626	)		(708	)
Total other expense		(10,777	)		(12,026	)		(33,885	)		(37,108	)
Income From Continuing Operations Before Income Taxes		87,855			63,643			353,850			279,594
Income tax expense		29,841			22,346			124,052			101,194
Income From Continuing Operations		58,014			41,297			229,798			178,400
Discontinued Operations, Net of Taxes
Income (loss) from discontinued operations		2			2			3			(6	)
Gain on disposal of discontinued operations		18			53			18			53
Income From Discontinued Operations		20			55			21			47
Net Income	$	58,034		$	41,352		$	229,819		$	178,447
Diluted Earnings Per Average Common Share
Continuing operations	$	0.80		$	0.56		$	3.18		$	2.42
Discontinued operations		—			—			—			—
Net Income	$	0.80		$	0.56		$	3.18		$	2.42
Basic Earnings Per Average Common Share
Continuing operations	$	0.81		$	0.57		$	3.21		$	2.45
Discontinued operations		—			—			—			—
Net Income	$	0.81		$	0.57		$	3.21		$	2.45
Dividends Per Common Share	$	0.115		$	0.11		$	0.345		$	0.33
Diluted Average Common Shares Outstanding		72,275			73,191			72,173			73,671
Basic Average Common Shares Outstanding		71,623			72,228			71,566			72,839

The accompanying notes are an integral part of these condensed financial statements.

3

CONSOLIDATED CONDENSED BALANCE SHEETS

ENERGEN CORPORATION

(Unaudited)

(in thousands)	September 30, 2007		December 31, 2006
ASSETS
Current Assets
Cash and cash equivalents	$	2,711	$	10,307
Accounts receivable, net of allowance for doubtful accounts of $12,648 at September 30, 2007, and $13,961 at December 31, 2006		168,250		329,766
Inventories, at average cost
Storage gas inventory		79,408		68,769
Materials and supplies		11,705		9,281
Liquified natural gas in storage		3,532		3,766
Regulatory asset		11,936		35,479
Deferred income taxes		19,496		—
Prepayments and other		27,892		32,211
Total current assets		324,930		489,579
Property, Plant and Equipment
Oil and gas properties, successful efforts method		2,408,996		2,163,065
Less accumulated depreciation, depletion and amortization		634,973		559,059
Oil and gas properties, net		1,774,023		1,604,006
Utility plant		1,097,790		1,060,562
Less accumulated depreciation		439,427		421,075
Utility plant, net		658,363		639,487
Other property, net		10,324		8,921
Total property, plant and equipment, net		2,442,710		2,252,414
Other Assets
Regulatory asset		30,568		38,385
Prepaid pension costs and postretirement assets		21,329		19,975
Deferred charges and other		43,991		36,534
Total other assets		95,888		94,894
TOTAL ASSETS	$	2,863,528	$	2,836,887

The accompanying notes are an integral part of these condensed financial statements.

4

CONSOLIDATED CONDENSED BALANCE SHEETS

ENERGEN CORPORATION

(Unaudited)

(in thousands, except share and per share data)	September 30, 2007			December 31, 2006
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Long-term debt due within one year	$	10,000		$	100,000
Notes payable to banks		88,000			58,000
Accounts payable		152,074			194,448
Accrued taxes		50,735			42,960
Customers’ deposits		20,080			21,094
Amounts due customers		17,555			14,382
Accrued wages and benefits		19,315			24,548
Regulatory liability		12,876			33,871
Deferred income taxes		—			15,354
Other		68,080			65,985
Total current liabilities		438,715			570,642
Long-term debt		562,503			582,490
Deferred Credits and Other Liabilities
Asset retirement obligation		59,187			53,980
Pension liabilities		31,774			32,504
Regulatory liability		139,276			135,466
Deferred income taxes		240,415			241,146
Other		27,982			18,590
Total deferred credits and other liabilities		498,634			481,686
Commitments and Contingencies
Shareholders’ equity
Preferred stock, cumulative $0.01 par value, 5,000,000 shares authorized		—			—
Common shareholders’ equity
Common stock, $0.01 par value; 150,000,000 shares authorized, 74,143,736 shares issued at September 30, 2007, and 73,699,244 shares issued at December 31, 2006		741			737
Premium on capital stock		426,696			412,989
Capital surplus		2,802			2,802
Retained earnings		1,048,688			844,880
Accumulated other comprehensive gain (loss), net of tax
Unrealized gain (loss) on hedges		(406	)		50,555
Pension and postretirement plans		(21,488	)		(23,177	)
Deferred compensation plan		16,032			13,956
Treasury stock, at cost (3,374,708 shares at September 30, 2007, and 3,253,337 shares at December 31, 2006)		(109,389	)		(100,673	)
Total shareholders’ equity		1,363,676			1,202,069
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,863,528		$	2,836,887

The accompanying notes are an integral part of these condensed financial statements.

5

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

ENERGEN CORPORATION

(Unaudited)

Nine months ended September 30, (in thousands)	2007			2006
Operating Activities
Net income	$	229,819		$	178,447
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		118,184			104,472
Deferred income taxes		(2,153	)		62,298
Change in derivative fair value		(1,079	)		(72	)
Gain on sale of assets		(368	)		(125	)
Other, net		13,194			3,216
Net change in:
Accounts receivable, net		104,218			129,062
Inventories		(12,829	)		(8,909	)
Accounts payable		(80,636	)		(36,839	)
Amounts due customers		19,721			(30,767	)
Other current assets and liabilities		(3,339	)		(903	)
Net cash provided by operating activities		384,732			399,880
Investing Activities
Additions to property, plant and equipment		(253,821	)		(207,135	)
Acquisitions, net of cash acquired		(40,324	)		(4,334	)
Proceeds from sale of assets		1,058			184
Other, net		(2,184	)		(1,783	)
Net cash used in investing activities		(295,271	)		(213,068	)
Financing Activities
Payment of dividends on common stock		(24,830	)		(24,132	)
Issuance of common stock		1,503			356
Purchase of treasury stock		—			(40,895	)
Payments of long-term debt		(155,109	)		(15,400	)
Proceeds from issuance of long-term debt		45,000			—
Debt issuance costs		(494	)		—
Net change in short-term debt		30,000			(111,000	)
Tax benefit on stock compensation		5,870			1,220
Other		1,003			—
Net cash used in financing activities		(97,057	)		(189,851	)
Net change in cash and cash equivalents		(7,596	)		(3,039	)
Cash and cash equivalents at beginning of period		10,307			8,714
Cash and Cash Equivalents at End of Period	$	2,711		$	5,675

The accompanying notes are an integral part of these condensed financial statements.

6

CONDENSED STATEMENTS OF INCOME

ALABAMA GAS CORPORATION

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2007			2006			2007			2006
Operating Revenues	$	67,599		$	71,195		$	477,793		$	503,014
Operating Expenses
Cost of gas		31,088			32,311			252,584			284,192
Operations and maintenance		32,467			30,348			98,199			94,614
Depreciation		11,847			11,201			35,101			32,880
Income taxes
Current		(12,963	)		(10,525	)		12,335			15,308
Deferred, net		6,596			5,677			6,003			2,186
Taxes, other than income taxes		5,870			6,256			32,175			33,811
Total operating expenses		74,905			75,268			436,397			462,991
Operating Income (Expense)		(7,306	)		(4,073	)		41,396			40,023
Other Income (Expense)
Allowance for funds used during construction		180			286			492			764
Other income		581			399			1,484			1,070
Other expense		(244	)		(207	)		(594	)		(701	)
Total other income		517			478			1,382			1,133
Interest Charges
Interest on long-term debt		2,963			3,220			8,956			9,702
Other interest expense		789			858			2,656			2,289
Total interest charges		3,752			4,078			11,612			11,991
Net Income (Loss)	$	(10,541	)	$	(7,673	)	$	31,166		$	29,165

The accompanying notes are an integral part of these condensed financial statements.

7

CONDENSED BALANCE SHEETS

ALABAMA GAS CORPORATION

(Unaudited)

(in thousands)	September 30, 2007			December 31, 2006
ASSETS
Property, Plant and Equipment
Utility plant	$	1,097,790		$	1,060,562
Less accumulated depreciation		439,427			421,075
Utility plant, net		658,363			639,487
Other property, net		159			163
Current Assets
Cash and cash equivalents		1,658			8,765
Accounts receivable
Gas		62,845			159,101
Other		6,098			10,708
Allowance for doubtful accounts		(11,900	)		(13,200	)
Inventories, at average cost
Storage gas inventory		79,408			68,769
Materials and supplies		3,871			4,199
Liquified natural gas in storage		3,532			3,766
Deferred income taxes		13,590			13,251
Regulatory asset		11,936			35,479
Prepayments and other		3,276			3,557
Total current assets		174,314			294,395
Other Assets
Regulatory asset		30,568			38,385
Prepaid pension costs and postretirement assets		17,974			15,369
Deferred charges and other		7,155			6,326
Total other assets		55,697			60,080
TOTAL ASSETS	$	888,533		$	994,125

The accompanying notes are an integral part of these condensed financial statements.

8

CONDENSED BALANCE SHEETS

ALABAMA GAS CORPORATION

(Unaudited)

(in thousands, except share data)	September 30, 2007		December 31, 2006
LIABILITIES AND CAPITALIZATION
Capitalization
Preferred stock, cumulative $0.01 par value, 120,000 shares authorized	$	—	$	—
Common shareholder’s equity
Common stock, $0.01 par value; 3,000,000 shares authorized, 1,972,052 shares issued at September 30, 2007 and December 31, 2006		20		20
Premium on capital stock		31,682		31,682
Capital surplus		2,802		2,802
Retained earnings		257,081		250,560
Total common shareholder’s equity		291,585		285,064
Long-term debt		208,647		208,756
Total capitalization		500,232		493,820
Current Liabilities
Notes payable to banks		54,000		58,000
Accounts payable		41,384		118,936
Affiliated companies		2,941		18,130
Accrued taxes		33,246		37,813
Customers’ deposits		20,080		21,094
Amounts due customers		17,555		14,382
Accrued wages and benefits		7,117		9,714
Regulatory liability		12,876		33,871
Other		9,364		8,225
Total current liabilities		198,563		320,165
Deferred Credits and Other Liabilities
Deferred income taxes		48,323		42,195
Regulatory liability		139,276		135,466
Other		2,139		2,479
Total deferred credits and other liabilities		189,738		180,140
Commitments and Contingencies
TOTAL LIABILITIES AND CAPITALIZATION	$	888,533	$	994,125

The accompanying notes are an integral part of these condensed financial statements.

9

CONDENSED STATEMENTS OF CASH FLOWS

ALABAMA GAS CORPORATION

(Unaudited)

Nine months ended September 30, (in thousands)	2007			2006
Operating Activities
Net income	$	31,166		$	29,165
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		35,101			32,880
Deferred income taxes		6,003			2,186
Other, net		1,467			(2,259	)
Net change in:
Accounts receivable		77,469			109,070
Inventories		(10,077	)		(7,653	)
Accounts payable		(69,232	)		(43,315	)
Amounts due customers		19,721			(30,767	)
Other current assets and liabilities		(8,479	)		69
Net cash provided by operating activities		83,139			89,376
Investing Activities
Additions to property, plant and equipment		(45,031	)		(58,111	)
Other, net		(1,781	)		(1,565	)
Net cash used in investing activities		(46,812	)		(59,676	)
Financing Activities
Payment of dividends on common stock		(24,645	)		(22,875	)
Payments of long-term debt		(45,109	)		(5,400	)
Proceeds from issuance of long-term debt		45,000			—
Debt issuance costs		(494	)		—
Net advances from (to) affiliates		(15,189	)		8,689
Net change in short-term debt		(4,000	)		(13,000	)
Other		1,003			—
Net cash used in financing activities		(43,434	)		(32 586	)
Net change in cash and cash equivalents		(7,107	)		(2 886	)
Cash and cash equivalents at beginning of period		8,765			7,169
Cash and Cash Equivalents at End of Period	$	1,658		$	4,283

The accompanying notes are an integral part of these condensed financial statements.

10

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

ENERGEN CORPORATION AND ALABAMA GAS CORPORATION

1. BASIS OF PRESENTATION

The unaudited condensed financial statements and notes should be read in conjunction with the financial statements and notes thereto for the years ended December 31, 2006, 2005 and 2004 included in the 2006 Annual Report of Energen Corporation (the Company) and Alabama Gas Corporation (Alagasco) on Form 10-K. Alagasco has a September 30 fiscal year for rate-setting purposes (rate year) and reports on a calendar year for the Securities and Exchange Commission and all other financial accounting reporting purposes. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the disclosures required for complete financial statements. The Company’s natural gas distribution business is seasonal in character and influenced by weather conditions. Results of operations for interim periods are not necessarily indicative of the results that may be expected for the year.

The quarterly information reflects the application of Statement of Financial Accounting Standard (SFAS) No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 requires that gains and losses from the sale of certain oil and gas properties and impairments on certain properties held-for-sale be reported as discontinued operations, with income or loss from operations of the associated properties reported as income or loss from discontinued operations in the current and prior periods. All other adjustments to the unaudited financial statements that are, in the opinion of management, necessary for a fair statement of the results for the interim periods have been recorded. Such adjustments consisted of normal recurring items. Certain reclassifications were made to conform prior years’ financial statements to the current-quarter presentation.

2. REGULATORY

All of Alagasco’s utility operations are conducted in the state of Alabama. Alagasco is subject to regulation by the Alabama Public Service Commission (APSC) which established the Rate Stabilization and Equalization (RSE) rate-setting process in 1983. RSE was extended with modifications in 2002, 1996, 1990, 1987 and 1985. On June 10, 2002, the APSC extended Alagasco’s rate-setting methodology, RSE, without change, for a six-year period through January 1, 2008. Under the terms of that extension, RSE will continue after January 1, 2008, unless, after notice to the Company and a hearing, the APSC votes to either modify or discontinue its operations. Alagasco’s allowed range of return on average equity remains 13.15 percent to 13.65 percent throughout the term of the order, subject to change in the event that the APSC, following a generic rate of return hearing, adjusts the equity returns of all major energy utilities operating under a similar methodology. Under RSE, the APSC conducts quarterly reviews to determine, based on Alagasco’s projections and year-to-date performance, whether Alagasco’s return on average equity at the end of the rate year will be within the allowed range of return. Reductions in rates can be made quarterly to bring the projected return within the allowed range; increases, however, are allowed only once each rate year, effective December 1, and cannot exceed 4 percent of prior-year revenues. As of September 30, 2007, Alagasco had a $3.6 million pre-tax reduction in revenues to bring the return on average equity to midpoint within the allowed range of return. A corresponding reduction in rates is effective October 1, 2007 and December 1, 2007, under the provisions of RSE. Alagasco did not have a reduction in rates related to the return on average equity for the rate year ended 2006. A $14.3 million and a $15.8 million annual increase in revenues became effective December 1, 2006 and 2005, respectively. RSE limits the utility’s equity upon which a return is permitted to 60 percent of total capitalization and provides for certain cost control measures designed to monitor Alagasco’s operations and maintenance (O&M) expense. Under the inflation-based cost control measurement established by the APSC, if the percentage change in O&M expense per customer falls within a range of 1.25 points above or below the percentage change in the Consumer Price Index For All Urban Consumers (index range), no adjustment is required. If the change in O&M expense per customer exceeds the index range, three-quarters of the difference is returned to customers. To the extent the change is less than the index range, the utility benefits by one-half of the difference through future rate adjustments. Alagasco’s O&M expense fell within the index range for the rate year ended September 30, 2007. The increase in O&M expense per customer was above the index range for the rate year ended September 30, 2006; as a result, the utility had a $1.5 million pre-tax decrease in revenues with the related rate reduction effective December 1, 2006.

11

Alagasco calculates a temperature adjustment to customers’ monthly bills to substantially remove the effect of departures from normal temperatures on Alagasco’s earnings. Adjustments to customers’ bills are made in the same billing cycle in which the weather variation occurs. The temperature adjustment applies primarily to residential, small commercial and small industrial customers. This adjustment, however, is subject to regulatory limitations on increases to customers’ bills. Other non-temperature weather related conditions that may affect customer usage are not included in the temperature adjustment such as the impact of wind velocity or cloud cover and the elasticity of demand as a result of higher commodity prices. Alagasco’s rate schedules for natural gas distribution charges contain a Gas Supply Adjustment (GSA) rider, established in 1993, which permits the pass-through to customers of changes in the cost of gas supply.

3. DERIVATIVE COMMODITY INSTRUMENTS

Energen Resources Corporation, Energen’s oil and gas subsidiary, periodically enters into derivative commodity instruments that qualify as cash flow hedges under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to hedge its exposure to price fluctuations on oil, natural gas and natural gas liquids production. In addition, Alagasco periodically enters into cash flow derivative commodity instruments to hedge its exposure to price fluctuations on its gas supply. Such instruments may include regulated natural gas and crude oil futures contracts traded on the New York Mercantile Exchange (NYMEX) and over-the-counter swaps, collars and basis hedges with major energy derivative product specialists. The counterparties to the commodity instruments are investment banks and energy-trading firms. In some contracts, the amount of credit allowed before collateral must be posted for out-of-the-money hedges varies depending on the credit rating of the Company or Alagasco. At September 30, 2007, the counterparty agreements under which the Company had active positions did not include collateral posting requirements. Energen Resources was in a net gain position with four of its counterparties and a net loss with the remaining three. The Company believes the creditworthiness of these counterparties is satisfactory.

Energen Resources applies SFAS No. 133 as amended which requires all derivatives to be recognized on the balance sheet and measured at fair value. If a derivative is designated as a cash flow hedge, the effectiveness of the hedge, or the degree that the gain (loss) for the hedging instrument offsets the loss (gain) on the hedged item, is measured at each reporting period. The effective portion of the gain or loss on the derivative instrument is recognized in other comprehensive income (OCI) as a component of equity and subsequently reclassified into earnings as operating revenues when the forecasted transaction affects earnings. The ineffective portion of a derivative’s change in fair value is required to be recognized in operating revenues immediately. Derivatives that do not qualify for hedge treatment under SFAS No. 133 must be recorded at fair value with gains or losses recognized in operating revenues in the period of change.

As of September 30, 2007, $6.6 million, net of tax, of deferred net gains on derivative instruments recorded in accumulated other comprehensive income are expected to be reclassified and reported in earnings as operating revenues during the next twelve-month period. The actual amount that will be reclassified to earnings over the next year could vary materially from this amount due to changes in market conditions. Gains and losses on derivative instruments that are not accounted for as cash flow hedge transactions, as well as the ineffective portion of the change in fair value of derivatives accounted for as cash flow hedges, are included in operating revenues in the consolidated financial statements. For the ineffective portion of the change in fair value of derivatives accounted for as cash flow hedges, Energen Resources recorded a $0.1 million after-tax loss for the three months ended September 30, 2007, and a $0.4 million after-tax gain year-to-date. The Company recorded a $0.3 million after-tax gain year-to-date on contracts which did not meet the definition of cash flow hedges under SFAS No. 133. As of September 30, 2007, all of the Company’s hedges met the definition of a cash flow hedge. The Company had a net $0.3 million deferred tax asset and a net $31 million deferred tax liability included in current and noncurrent deferred income taxes on the consolidated balance sheets related to derivative items included in OCI as of September 30, 2007 and December 31, 2006, respectively. At September 30, 2007, and December 31, 2006, the Company had $20.8 million and $93.3 million, respectively, of current unrealized derivative gains recorded in accounts receivable. The Company had $5.5 million of non-current unrealized derivative gains recorded in deferred charges and other as of September 30, 2007. The Company also had $11.7 million and $0.7 million of current unrealized derivative losses recorded in accounts payable at September 30, 2007 and December 31, 2006, respectively, and $16.8 million and $11.9 million, respectively, of non-current unrealized derivative losses recorded in deferred credits and other liabilities.

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Energen Resources entered into the following transactions for the remainder of 2007 and subsequent years:

Production Period	Total Hedged Volumes	Average Contract Price	Description
Natural Gas
2007	3.1 Bcf	$9.27 Mcf	NYMEX Swaps
	7.4 Bcf	$7.83 Mcf	Basin Specific Swaps
2008	29.2 Bcf	$8.55 Mcf	NYMEX Swaps
	14.5 Bcf	$7.66 Mcf	Basin Specific Swaps
2009	14.4 Bcf	$7.92 Mcf	Basin Specific Swaps
Gas Basis Differential
2008	10.8 Bcf	*	Basis Swaps
Oil
2007	671 MBbl	$69.94 Bbl	NYMEX Swaps
2008	2,973 MBbl	$68.82 Bbl	NYMEX Swaps
2009	1,620 MBbl	$64.23 Bbl	NYMEX Swaps
Oil Basis Differential
2007	584 MBbl	*	Basis Swaps
2008	2,398 MBbl	*	Basis Swaps
2009	1,620 MBbl	*	Basis Swaps
Natural Gas Liquids
2007	11.2 MMGal	$0.93 Gal	Liquids Swaps
2008	41.3 MMGal	$0.93 Gal	Liquids Swaps

* Average contract prices are not meaningful due to the varying nature of each contract.

All hedge transactions are subject to the Company’s risk management policy, approved by the Board of Directors, which does not authorize speculative positions. The Company formally documents all relationships between hedging instruments and hedged items at the inception of the hedge, as well as its risk management objective and strategy for undertaking the hedge. This process includes specific identification of the hedging instrument and the hedge transaction, the nature of the risk being hedged and how the hedging instrument’s effectiveness in hedging the exposure to the hedged transaction’s variability in cash flows attributable to the hedged risk will be assessed and measured. Both at the inception of the hedge and on an ongoing basis, the Company assesses whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. The Company discontinues hedge accounting if a derivative has ceased to be a highly effective hedge. The maximum term over which Energen Resources has hedged exposures to the variability of cash flows is through December 31, 2009.

On December 4, 2000, the APSC authorized Alagasco to engage in energy risk-management activities to manage the utility’s cost of gas supply. As required by SFAS No. 133, Alagasco recognizes all derivatives as either assets or liabilities on the balance sheet with a corresponding regulatory asset or liability. Any gains or losses are passed through to customers using the mechanisms of the GSA in compliance with Alagasco’s APSC-approved tariff. In accordance with SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation,” at September 30, 2007, Alagasco recognized a $3.2 million unrealized derivative loss in accounts payable with a corresponding current regulatory asset of $3.2 million representing the fair value of derivatives. At December 31, 2006, Alagasco recognized an $11.5 million unrealized derivative loss in accounts payable with a corresponding current regulatory asset of $11.5 million representing the fair value of derivatives.

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4. RECONCILIATION OF EARNINGS PER SHARE

(in thousands, except per share amounts)	Three months ended September 30, 2007					Three months ended September 30, 2006
	Income		Shares	Per Share Amount		Income		Shares	Per Share Amount
Basic EPS	$	58,034	71,623	$	0.81	$	41,352	72,228	$	0.57
Effect of Dilutive Securities
Performance share awards			353					504
Stock options			211					337
Non-vested restricted stock			88					122
Diluted EPS	$	58,034	72,275	$	0.80	$	41,352	73,191	$	0.56

(in thousands, except per share amounts)	Nine months ended September 30, 2007					Nine months ended September 30, 2006
	Income		Shares	Per Share Amount		Income		Shares	Per Share Amount
Basic EPS	$	229,819	71,566	$	3.21	$	178,447	72,839	$	2.45
Effect of Dilutive Securities
Performance share awards			334					411
Stock options			192					316
Non-vested restricted stock			81					105
Diluted EPS	$	229,819	72,173	$	3.18	$	178,447	73,671	$	2.42

For the three months and nine months ended September 30, 2007, the Company had 7,260 options and 239,545 options, respectively, that were excluded from the computation of diluted EPS, as their effect were non-dilutive. The Company had no options that were excluded from the computation of diluted EPS for the three months and the nine months ended September 30, 2006. For the three months and nine months ended September 30, 2007 and the three months ended September 30, 2006, the Company had no shares of non-vested restricted stock that were excluded from the computation of diluted EPS. For the nine months ended September 30, 2006, the Company had 13,500 shares of non-vested restricted stock that were excluded from the computation of diluted EPS.

5. SEGMENT INFORMATION

The Company principally is engaged in two business segments: the development, acquisition, exploration and production of oil and gas in the continental United States (oil and gas operations) and the purchase, distribution and sale of natural gas in central and north Alabama (natural gas distribution).

	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2007			2006			2007			2006
Operating revenues from continuing operations
Oil and gas operations	$	208,423		$	171,516		$	605,812		$	510,213
Natural gas distribution		67,599			71,195			477,793			503,014
Total	$	276,022		$	242,711		$	1,083,605		$	1,013,227
Operating income (loss) from continuing operations
Oil and gas operations	$	112,899		$	85,239		$	329,672		$	260,916
Natural gas distribution		(13,673	)		(8,921	)		59,734			57,517
Eliminations and corporate expenses		(594	)		(649	)		(1,671	)		(1,731	)
Total	$	98,632		$	75,669		$	387,735		$	316,702
Other income (expense)
Oil and gas operations	$	(7,567	)	$	(7,985	)	$	(23,406	)	$	(25,995	)

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Natural gas distribution		(3,235	)		(3,600	)		(10,230	)		(10,858	)
Eliminations and other		25			(441	)		(249	)		(255	)
Total	$	(10,777	)	$	(12,026	)	$	(33,885	)	$	(37,108	)
Income from continuing operations before income taxes	$	87,855		$	63,643		$	353,850		$	279,594

(in thousands)	September 30, 2007		December 31, 2006
Identifiable assets
Oil and gas operations	$	1,935,949	$	1,822,216
Natural gas distribution		888,533		994,125
Subtotal		2,824,482		2,816,341
Eliminations and other		39,046		20,546
Total	$	2,863,528	$	2,836,887

6. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) consisted of the following:

	Three months ended September 30,
(in thousands)	2007			2006
Net Income	$	58,034		$	41,352
Other comprehensive income (loss)
Current period change in fair value of derivative instruments, net of tax of $6.8 million and $42.4 million		11,110			69,160
Reclassification adjustment for derivative instruments, net of tax of ($7.9) million and $1.7 million		(12,929	)		2,732
Pension and postretirement plans, net of tax of $0.4 million and $3.2 million		(810	)		5,972
Comprehensive Income	$	55,405		$	119,216

	Nine months ended September 30,
(in thousands)	2007			2006
Net Income	$	229,819		$	178,447
Other comprehensive income (loss)
Current period change in fair value of derivative instruments, net of tax of ($5.9) million and $66.3 million		(9,640	)		108,097
Reclassification adjustment for derivative instruments, net of tax of ($25.3) million and $9.7 million		(41,321	)		15,855
Pension and postretirement plans, net of tax of $0.9 million and $3.2 million		1,689			5,972
Comprehensive Income	$	180,547		$	308,371

Accumulated other comprehensive income (loss) consisted of the following:

(in thousands)	September 30, 2007			December 31, 2006
Unrealized gain on hedges, net of tax of ($0.3) million and $31 million	$	(406	)	$	50,555
Pension and postretirement plans, net of tax of ($11.6) million and ($12.5) million		(21,488	)		(23,177	)
Accumulated Other Comprehensive Income (Loss)	$	(21,894	)	$	27,378

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7. STOCK COMPENSATION

1997 Stock Incentive Plan

Stock Options: The 1997 Stock Incentive Plan provided for the grant of incentive stock options, non-qualified stock options, or a combination thereof to officers and key employees. Options granted under the Plan provide for the purchase of Company common stock at not less than the fair market value on the date the option is granted. The sale or transfer of the shares is limited during certain periods. All outstanding options vest within three years from date of grant and expire 10 years from the grant date. The Company granted 232,285 non-qualified option shares during the first quarter of 2007 and 7,260 shares during the second quarter of 2007 with a weighted average grant-date fair value of $17.33 and $20.05, respectively.

Restricted Stock: In addition, the 1997 Stock Incentive Plan provided for the grant of restricted stock. In the nine months ended September 30, 2007, 6,805 shares were awarded. These awards were valued based on the quoted market price of the Company’s common stock at the date of grant and have a three year vesting period.

2004 Stock Appreciation Rights Plan

The Energen 2004 Stock Appreciation Rights Plan provided for the payment of cash incentives measured by the long-term appreciation of Company stock. These awards are liability awards which settle in cash and are re-measured each reporting period until settlement. During 2007 year-to-date, 85,906 awards with a weighted average grant-date fair value of $22.34 were granted with stock appreciation rights. These awards have a three year vesting period.

2005 Petrotech Incentive Plan

The Energen Resources’ 2005 Petrotech Incentive Plan provided for the grant of stock equivalent units. These awards are liability awards which settle in cash and are re-measured each reporting period until settlement. During the nine months ended September 30, 2007, Energen Resources awarded 5,242 Petrotech units with a weighted average grant-date fair value of $56.05. These awards have a three year vesting period.

8. LONG-LIVED ASSETS AND DISCONTINUED OPERATIONS

The Company applies SFAS No. 144, which retains the previous asset impairment requirements of SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” for loss recognition when the carrying value of an asset exceeds the sum of the undiscounted estimated future cash flows of the asset. In addition, SFAS No. 144 requires that gains and losses on the sale of certain oil and gas properties and writedowns of certain properties held-for-sale be reported as discontinued operations, with income or loss from operations of the associated properties reported as income or loss from discontinued operations. The results of operations for held-for-sale properties are reclassified and reported as discontinued operations for prior periods in accordance with SFAS No. 144. Energen Resources may, in the ordinary course of business, be involved in the sale of developed or undeveloped properties. All assets held-for-sale must be reported at the lower of the carrying amount or fair value. Energen Resources had no property sales under the provisions of SFAS No. 144 during the three months and nine months ended September 30, 2007 and 2006.

9. EMPLOYEE BENEFIT PLANS

The components of net pension expense for the Company’s two defined benefit non-contributory pension plans and certain nonqualified supplemental pension plans were:

	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2007			2006			2007			2006
Components of net periodic benefit cost:
Service cost	$	1,703		$	1,613		$	5,109		$	4,839
Interest cost		2,771			2,679			8,336			8,037
Expected long-term return on assets		(3,267	)		(2,997	)		(9,802	)		(8,991	)
Actuarial loss		1,145			1,314			3,512			3,942
Prior service cost amortization		229			1			688			543

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Transition amortization		—		181		—		3
Settlement charge		3,532		326		5,657		326
Net periodic expense	$	6,113	$	3,117	$	13,500	$	8,699

In September 2007, the Company made a discretionary contribution of $6 million to the assets of a defined benefit qualified pension plan. The Company is not required to make pension contributions and does not currently plan on making additional discretionary contributions during 2007. The Company made benefit payments aggregating $0.5 million and $3.8 million for the three and nine months ended September 30, 2007, respectively, to retirees of the nonqualified supplemental retirement plans and expects to make additional benefit payments of approximately $0.3 million through the remainder of 2007. The Company recognized a settlement charge of $0.3 million in the third quarter of 2007 and $2.4 million in the year-to-date for the payment of lump sums from the nonqualified supplemental retirement plans. The Company also recognized a settlement charge of $3.2 million in the third quarter of 2007 for the payment of lump sums from a defined benefit pension plan. This charge represented an acceleration of the unamortized actuarial losses as required under SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits.”

The components of net periodic postretirement benefit expense for the Company’s postretirement benefit plans were:

	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2007			2006			2007			2006
Components of net periodic benefit cost:
Service cost	$	256		$	304		$	767		$	912
Interest cost		923			920			2,769			2,761
Expected long-term return on assets		(1,250	)		(1,214	)		(3,751	)		(3,643	)
Actuarial gain		(315	)		(220	)		(945	)		(663	)
Transition amortization		479			479			1,438			1,438
Net periodic expense	$	93		$	269		$	278		$	805

For the three months and nine months ended September 30, 2007, the Company made contributions aggregating $0.2 million and $0.7 million, respectively, to the postretirement benefit plan assets. The Company expects to make additional discretionary contributions of approximately $0.3 million to postretirement benefit plan assets through the remainder of 2007.

10. COMMITMENTS AND CONTINGENCIES

Commitments and Agreements: Certain of Alagasco’s long-term gas procurement contracts for the supply, storage and delivery of natural gas include fixed charges of approximately $192 million through October 2015. Alagasco also is committed to purchase minimum quantities of gas at market-related prices or to pay certain costs in the event the minimum quantities are not taken. These purchase commitments are 138.4 Bcf through April 2015.

Alagasco purchases gas as an agent for certain of its large commercial and industrial customers. Alagasco has in certain instances provided commodity-related guarantees to the counterparties in order to facilitate these agency purchases. Liabilities for gas delivered to customers subject to these guarantees are included in the balance sheets. In the event the customer fails to take delivery of the gas, Alagasco can sell such gas for the customer, with the customer liable for any resulting loss. Although the substantial majority of purchases under these guarantees are for the customers’ current monthly consumption and are at current market prices, in some instances, the purchases are for an extended term at a fixed price. At September 30, 2007, the fixed price purchases under these guarantees had a maximum term outstanding through October 2008 and an aggregate purchase price of $11.5 million with a market value of $10.8 million.

During 2007, Energen Resources entered into an agreement through March 2009 to secure a drilling rig necessary to execute a portion of its drilling plans. In the unlikely event that Energen Resources discontinues use of the drilling rig, Energen Resources’ total resulting exposure could be as much as approximately $11 million depending on the contractors ability to remarket the drilling rig.

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Legal Matters: Energen and its affiliates are, from time to time, parties to various pending or threatened legal proceedings. Certain of these lawsuits include claims for punitive damages in addition to other specified relief. Based upon information presently available, and in light of available legal and other defenses, contingent liabilities arising from threatened and pending litigation are not considered material in relation to the respective financial positions of Energen and its affiliates. It should be noted, however, that Energen and its affiliates conduct business in Alabama and other jurisdictions in which the magnitude and frequency of punitive and other damage awards may bear little or no relation to culpability or actual damages, thus making it difficult to predict litigation results.

Jefferson County, Alabama

In January 2006, RGGS Land and Minerals LTD, L.P. (RGGS) filed a lawsuit in Jefferson County, Alabama, alleging breach of contract with respect to Energen Resources’ calculation of certain allowed costs and failure to pay in a timely manner certain amounts due RGGS under a mineral lease. RGGS seeks a declaratory judgment with respect to the parties’ rights under the lease, reformation of the lease, monetary damages and termination of Energen Resources’ rights under the lease. The Occluded Gas Lease dated January 1, 1986 was originally between Energen Resources and United States Steel Corporation (U.S. Steel) as lessor. RGGS became the lessor under the lease as a result of a 2004 conveyance from U.S. Steel to RGGS. Approximately 120,000 acres in Jefferson and Tuscaloosa counties, Alabama, are subject to the lease. Separately on February 6, 2006, Energen Resources received notice of immediate lease termination from RGGS. During 2006, Energen Resources’ production associated with the lease was approximately 10 Bcf.

RGGS has adopted positions contrary to the seventeen years of course of dealing between Energen Resources and its original contracting partner, U.S. Steel. The Company believes that RGGS’ assertions are without merit and that the notice of lease termination is ineffective. Energen Resources intends to vigorously defend its rights under the lease. The Company remains in possession of the lease, believes that the likelihood of a judgment in favor of RGGS is remote and has made no material accrual with respect to the litigation or purported lease termination.

Legacy Litigation

During recent years, numerous lawsuits have been filed against oil production companies in Louisiana for restoration of oilfield properties. These suits are referred to in the industry as “legacy litigation” because they usually involve operations that were conducted on the affected properties many years earlier. Energen Resources is or has been a party to several legacy litigation lawsuits, most of which result from the operations of predecessor companies. Based upon information presently available, and in light of available legal and other defenses, contingent liabilities arising from legacy litigation in excess of the Company’s accrued provision for estimated liability are not considered material to the Company’s financial position.

Other

Various other pending or threatened legal proceedings are in progress currently, and the Company has accrued a provision for estimated liability.

Environmental Matters: Various environmental laws and regulations apply to the operations of Energen Resources and Alagasco. Historically, the cost of environmental compliance has not materially affected the Company’s financial position, results of operations or cash flows and is not expected to do so in the future; however, new regulations, enforcement policies, claims for damages or other events could result in significant unanticipated costs.

Environmental compliance costs, including ongoing maintenance, monitoring and similar costs, are expensed as incurred. Environmental remediation costs are accrued when remedial efforts are probable and the cost can be reasonably estimated.

A discussion of certain litigation in the state of Louisiana related to the restoration of oilfield properties is included above under Legal Matters.

Alagasco is in the chain of title of nine former manufactured gas plant sites (four of which it still owns), and five manufactured gas distribution sites (one of which it still owns). An investigation of the sites does not indicate the present need for remediation activities. Management expects that, should remediation of any such sites be required in the future, Alagasco’s share, if any, of such costs will not materially affect the financial position of Alagasco.

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11. REGULATORY ASSETS AND LIABILITIES

The following table details regulatory assets and liabilities on the balance sheets:

(in thousands)	September 30, 2007				December 31, 2006
	Current		Noncurrent		Current		Noncurrent
Regulatory assets:
Pension asset	$	—	$	19,999	$	—	$	28,476
Accretion and depreciation for asset retirement obligation		—		10,517		—		9,803
Gas supply adjustment		8,489		—		23,595		—
Risk-management activities		3,224		—		11,543		—
Other		223		52		341		106
Total regulatory assets	$	11,936	$	30,568	$	35,479	$	38,385
Regulatory liabilities:
Enhanced stability reserve	$	3,951	$	—	$	3,951	$	—
RSE adjustment		3,754		—		1,460		—
Unbilled service margin		5,138		—		27,233		—
Asset removal costs, net		—		121,826		—		114,520
Asset retirement obligation		—		13,401		—		12,833
Pension liability and postretirement benefits		—		3,031		—		7,220
Other		33		1,018		1,227		893
Total regulatory liabilities	$	12,876	$	139,276	$	33,871	$	135,466

12. ACQUISITION AND DISPOSITIONS OF OIL AND GAS PROPERTIES

In May 2007, Energen Resources purchased oil properties in the Permian Basin for $18 million. To finance the acquisition, Energen used its available cash and existing lines of credit.

During year ended September 30, 2007, Energen Resources capitalized approximately $23 million of unproved leaseholds costs, largely shale related.

In December 2006, Energen Resources completed a purchase which expanded its operations in the San Juan Basin from Dominion Resources Inc. effective December 1, 2006 for approximately $30 million. Energen used its available cash and existing lines of credit to finance the acquisition.

In October 2006, Energen Resources sold a 50 percent interest in its lease position in various shale plays in Alabama to Chesapeake Energy Corporation (Chesapeake) for cash and a carried drilling interest. In addition, the two companies have signed an agreement to form an area of mutual interest (AMI) to focus on the further exploration and development of these shale plays throughout Alabama and a part of Georgia. Energen Resources received $75 million in cash from Chesapeake for a 50 percent interest in Energen Resources’ existing shale lease position of approximately 200,000 net acres in Alabama. Chesapeake also will pay for Energen Resources’ first $15 million of future drilling costs. Energen Resources had a gain of approximately $34.5 million after-tax in the fourth quarter of 2006 resulting from this sale of its lease position.

13. LONG-TERM DEBT

In May 2007, Energen voluntarily called $100 million Floating Rate Senior Notes due November 15, 2007.

In April 2007, Energen voluntarily redeemed $10 million of Medium-Term Notes, Series A, with an annual interest rate of 8.09% due September 15, 2026. Associated with this redemption, the Company incurred a call premium of 4.045%.

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In January 2007, Alagasco issued $45 million of long-term debt with an interest rate of 5.9% due January 15, 2037. Alagasco used these long-term debt proceeds to redeem the $34.4 million of 6.75% Notes, maturing September 1, 2031 and $10 million of 7.97% Medium-Term Notes maturing September 23, 2026.

14. RECENT PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD (FASB)

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109” (FIN 48) as of January 1, 2007. This Interpretation prescribed a recognition threshold and measurement attribute for the financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken in a tax return. As a result of the implementation of FIN 48, the Company recognized an approximate $1.2 million increase in the liability for unrecognized tax benefits and a decrease to the January 1, 2007 balance of retained earnings. As of the date of adoption and after the impact of recognizing the increase in liability noted above, the Company’s unrecognized tax benefits totaled $7.7 million, of which $3.9 million would favorably impact the Company’s effective tax rate, if recognized. The remaining $3.8 million of liability for unrecognized tax benefits represents a reclassification from previously established deferred tax liabilities pursuant to the adoption of FIN 48. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. As of January 1, 2007, the Company recognized approximately $484,000 in potential interest (net of tax benefit) and penalties associated with uncertain tax positions. The Company’s tax returns for years 2004-2006 remain open to examination by the Internal Revenue Service and major state taxing jurisdictions. The Company recognized approximately $1.8 million of previously unrecognized tax benefits in the current quarter as the result of the statute of limitations expiring for federal and state tax returns prior to 2004. This change recognized in the current quarter and the change in the unrecognized tax benefit expected within the next 12 months is not considered material to the financial statements.

During September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or a liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under SFAS No. 157, fair value measurements would be separately disclosed by level within the fair value hierarchy effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of this Statement.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which permits entities to measure financial instruments and certain other items at fair value to mitigate volatility in reported earnings. This Statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of this Statement.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

There have been no material changes to the critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in the Form 10-K for the year ended December 31, 2006, except as follows:

As of January 1, 2007, the Company accounts for uncertain tax positions in accordance with the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109” (FIN 48). The application of income tax law is inherently complex; laws and regulation in this area are voluminous and often ambiguous. As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures. Interpretations and guidance related to income tax laws and regulation change over time. As such, it is possible that changes in the Company’s subjective assumptions and judgments could materially affect amounts recognized in the consolidated balance sheets and statements of income. Additional information related to the Company’s uncertain tax position is provided in Note 14 to the Unaudited Condensed Financial Statements.

RESULTS OF OPERATIONS

Energen’s net income totaled $58 million ($0.80 per diluted share) for the three months ended September 30, 2007 and compared favorably with net income of $41.4 million ($0.56 per diluted share) for the same period in the prior year. Energen Resources Corporation, Energen’s oil and gas subsidiary, had net income for the three months ended September 30, 2007, of $69.3 million as compared with $49.9 million in the same quarter in the previous year. Energen Resources reported income from continuing operations of $69.3 million in the current quarter compared with $49.8 million in the same quarter last year. Significantly higher commodity prices (approximately $18 million after-tax) and increased production volumes (approximately $6 million after-tax) were partially offset by increased lease operating expenses (approximately $2 million after-tax) and increased depreciation, depletion and amortization (DD&A) expense (approximately $3 million after-tax). In addition, the Section 199 Domestic Production Activities Deduction tax benefit on qualified oil and gas production income increased in the current quarter (approximately $2 million after-tax) as compared to the same period in the prior year. Energen’s natural gas utility, Alagasco, reported a net loss of $10.5 million in the third quarter of 2007 compared to a net loss of $7.7 million in the same period last year. Alagasco had a reduction in net income in period comparisons related to various components of the utility’s rate methodology at the end of the year for rate-setting purposes (approximately $2 million after-tax). In addition, net income was affected by the timing of the recovery of earnings on a higher level of equity in quarter comparisons. The utility historically records a net loss in the third quarter when the heating load is at its lowest level of the year.

For the 2007 year-to-date, Energen’s net income totaled $229.8 million ($3.18 per diluted share) and compared favorably to net income of $178.4 million ($2.42 per diluted share) for the same period in the prior year. Energen Resources had net income for the nine months ended September 30, 2007, of $199.4 million as compared with $150.1 million in the previous period. Energen Resources generated income from continuing operations of $199.4 million in the current year-to-date as compared with $150 million in the same period last year primarily as a result of higher commodity prices (approximately $52 million after-tax), increased production volumes (approximately $8 million after-tax) and the Section 199 deduction (approximately $5 million after-tax) partially offset by the impact of increased lease operating expenses (approximately $8 million after-tax), higher DD&A expense (approximately $7 million after-tax) and increased administrative expenses (approximately $3 million after-tax). Alagasco’s net income of $31.2 million increased in the current year-to-date compared to net income of $29.2 million in the same period in the previous year. The utility’s ability to earn on a higher level of equity as well as the end of the year rate-setting mechanisms affected net income in period comparisons. In addition, net income in the prior year was negatively affected by customer conservation related to high gas costs during the winter heating season.

Oil and Gas Operations

Revenues from oil and gas operations rose 21.5 percent to $208.4 million for the three months ended September 30,

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2007 and 18.7 percent to $605.8 million in the year-to-date largely as a result of increased commodity prices as well as the impact of higher production volumes. During the current quarter, revenue per unit of production for natural gas rose 10.1 percent to $7.49 per thousand cubic feet (Mcf), while oil revenue per unit of production increased 26.5 percent to $65.06 per barrel. Natural gas liquids revenue per unit of production increased 23.6 percent to an average price of $0.89 per gallon. In the year-to-date, revenue per unit of production for natural gas increased 10.5 percent to $7.78 per thousand cubic feet (Mcf), oil revenue per unit of production increased 25.8 percent to $62.58 per barrel and natural gas liquids revenue per unit of production rose 26.9 percent to an average price of $0.85 per gallon.

Production increased primarily due to additional development activities in the San Juan and Permian basins partially offset by normal production declines. Natural gas production from continuing operations in the third quarter rose 3.1 percent to 16.5 billion cubic feet (Bcf), while oil volumes increased 13.3 percent to 1,025 thousand barrels (MBbl). Natural gas liquids production decreased 3.9 percent to 19.6 million gallons (MMgal). For the year-to-date, natural gas production from continuing operations increased 1.4 percent to 47.7 Bcf, oil volumes rose 5.9 percent to 2,898 MBbl and natural gas liquids production increased 1 percent to 57.6 MMgal. Natural gas comprised approximately 65 percent of Energen Resources’ production for the current quarter and the year-to-date.

Energen Resources periodically enters into derivative commodity instruments that qualify as cash flow hedges under Statement of Financial Accounting Standard (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to hedge its exposure to price fluctuations to its estimated oil, natural gas and natural gas liquids production. Energen Resources applies SFAS No. 133 which requires all derivatives to be recognized on the balance sheet and measured at fair value. If a derivative is designated as a cash flow hedge, the effectiveness of the hedge, or the degree that the gain (loss) for the hedging instrument offsets the loss (gain) on the hedged item, is measured at each reporting period. The effective portion of the gain or loss on the derivative instrument is recognized in other comprehensive income (OCI) as a component of equity and subsequently reclassified into earnings as operating revenues when the forecasted transaction affects earnings. The ineffective portion of a derivative’s change in fair value is required to be recognized in operating revenues immediately. Derivatives that do not qualify for hedge treatment under SFAS No. 133 must be recorded at fair value with gains or losses recognized in operating revenues in the period of change. The Company recorded an after-tax gain of approximately $0.3 million year-to-date on contracts which did not meet the definition of cash flow hedges under SFAS No. 133. For the three months and nine months ended September 30, 2007, the Company recorded a $0.1 million after-tax loss and a $0.4 million after-tax gain, respectively, for the ineffective portion of the change in fair value of derivatives accounted for as cash flow hedges.

Operations and maintenance (O&M) expense increased $3.9 million for the quarter and $15.7 million in the year-to-date. Lease operating expense (excluding production taxes) increased by $3.4 million for the quarter largely due to higher field services costs and increased repairs and maintenance expense in the Permian and the San Juan basins. In the year-to-date, lease operating expense (excluding production taxes) rose $12.4 million primarily due to a general rise in field services costs, additional compression costs, increased repair and maintenance expense in the Permian Basin and higher transportation costs related to increased San Juan Basin production. Administrative expense increased $1 million and $5.1 million for the three and nine months ended September 30, 2007, respectively, largely due to increased labor-related expenses. Exploration expense declined $0.6 million in the third quarter of 2007 and $1.8 million in the year-to-date primarily due to decreased exploratory efforts.

Energen Resources’ DD&A expense for the quarter rose $5.1 million and increased $11.5 million year-to-date. The average depletion rate for the current quarter was $1.14 per Mcfe as compared to $0.98 per Mcfe in the same period a year ago. For the nine months ended September 30, 2007, the average depletion rate was $1.11 as compared to $0.98 in the previous period. The increase in the current quarter and year-to-date per unit depletion expense was largely due to higher rates resulting from a decline in year-end reserve prices combined with higher development costs. Increased production volumes also contributed to the increase in DD&A expense in the quarter and year-to-date comparisons.

Energen Resources’ expense for taxes other than income taxes was $0.1 million higher in the third quarter largely due to production-related taxes that were higher as a result of increased oil and natural gas liquid commodity market prices partially offset by decreased natural gas commodity market prices. For the nine months ended

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September 30, 2007, the $0.6 million decrease in taxes other than income taxes primarily reflected lower production-related taxes due to decreased natural gas and oil commodity market prices; these decreases were partially offset by higher production volumes and increased natural gas liquids commodity market prices. Commodity market prices exclude the effects of derivative instruments.

Energen Resources may, in the ordinary course of business, be involved in the sale of developed or undeveloped properties. With respect to developed properties, sales may occur as a result of, but not limited to, disposing of non-strategic or marginal assets and accepting offers where the buyer gives greater value to a property than does Energen Resources. The Company is required to reflect gains and losses on the dispositions of these assets, the impairments on certain properties held-for-sale, and income or loss from the operations of the associated held-for-sale properties as discontinued operations under the provisions of SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets.” Energen Resources had no property sales under the provisions of SFAS No. 144 during the three months and nine months ended September 30, 2007 and 2006.

Natural Gas Distribution

Natural gas distribution revenues decreased $3.6 million for the quarter largely due to a $2.1 million reduction to revenue in period comparisons related to the utility’s rate setting mechanisms at the end of the rate year. For the quarter ending September 30, 2007, Alagasco had a $3.6 million reduction in revenues to bring the return on average equity to midpoint in the allowed range of return. Alagasco’s O&M expense per customer exceeded its inflation-based cost control measure at the end of the 2006 rate year; as a result the utility had a $1.5 million decrease in revenues in the three months ending September 30, 2006. Revenues were also affected in quarter period comparisons by the timing of the utility’s earning on a higher level of equity. For the third quarter, weather was comparable with the same period last year. Residential sales volumes decreased 4 percent, commercial and industrial customer sales volumes decreased 0.9 percent while transportation volumes declined 1.7 percent in period comparisons. Revenues for the year-to-date declined $25.2 million largely due to a decrease in gas costs and the adjustments for rate-setting purposes as described above. For the nine months ended September 30, 2007, weather that was 1.2 percent warmer than in the previous period contributed to a 1.7 percent decline in residential sales volumes and a 2.2 percent decrease in commercial and industrial customer sales volumes. Transportation volumes increased 1.2 percent in period comparisons. A decline in gas costs primarily resulted in a 3.8 percent decrease in cost of gas for the quarter and an 11.1 percent decrease year-to-date. Utility gas costs include commodity cost, risk management gains and losses and the provisions of the GSA rider. The GSA rider in Alagasco’s rate schedule provides for a pass-through of gas price fluctuations to customers without markup. Alagasco’s tariff provides a temperature adjustment to certain customers’ bills designed to substantially remove the effect of departures from normal temperatures. The temperature adjustment applies primarily to residential, small commercial and small industrial customers.

As discussed more fully in Note 2 to the Unaudited Condensed Financial Statements, Alagasco is subject to regulation by the Alabama Public Service Commission (APSC). On June 10, 2002, the APSC issued an order to extend Alagasco’s rate-setting mechanism. Under the terms of that extension, RSE will continue after January 1, 2008, unless, after notice to Alagasco and a hearing, the APSC votes to either modify or discontinue its operation.

O&M expense increased 7 percent in the current quarter primarily due to increased labor-related costs, including a settlement charge for a defined benefit pension plan. In the nine months ended September 30, 2007, O&M expense rose 3.8 percent primarily due to higher labor-related costs, including settlement charges for the nonqualified supplemental retirement plans and the defined benefit pension plans, partially offset by decreased bad debt expense. A 5.8 percent increase in depreciation expense in the current quarter and a 6.8 percent increase in the year-to-date was primarily due to normal extension and replacement of the utility’s distribution system and replacement of its support systems. Taxes other than income taxes primarily reflected various state and local business taxes as well as payroll-related taxes. State and local business taxes generally are based on gross receipts and fluctuate accordingly.

Non-Operating Items

Interest expense for the Company decreased $0.8 million in the third quarter of 2007 largely due to the May 2007 voluntary call of the $100 million Floating Rate Senior Notes due November 15, 2007, partially offset by higher borrowings at Energen Resources. For the year-to-date, interest expense declined $2.2 million primarily due to lower borrowings at Energen Resources along with decreased interest expense related to the redemption of the $100

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million Floating Rate Senior Notes. Income tax expense for the Company increased $7.5 million in the current quarter and $22.9 million year-to-date largely due to higher pre-tax income partially offset by the after-tax impact of the Section 199 deduction.

FINANCIAL POSITION AND LIQUIDITY

Cash flows from operations for the year-to-date were $384.7 million as compared to $399.9 million in the prior period. Operating cash flow benefited from higher realized commodity prices and production volumes at Energen Resources partially offset by an increase in income taxes payable related to depreciation and basis differences in the current period and the prior period utilization of minimum tax credit. The Company’s working capital needs were also highly influenced by the timing of payments. Working capital needs at Alagasco were primarily affected by decreased gas costs compared to the prior period and the timing of recovery of gas costs from customers compared to the prior period.

The Company had a net outflow of cash from investing activities of $295.3 million for the nine months ended September 30, 2007 primarily due to additions of property, plant and equipment. Energen Resources invested $254.8 million in capital expenditures primarily related to the development of oil and gas properties including an $18 million acquisition in the Permian Basin and approximately $22 million of unproved leaseholds, primarily shale related. Utility capital expenditures totaled $45 million in the year-to-date and primarily represented expansion and replacement of its distribution system and support facilities.

The Company used $97.1 million for net financing activities in the year-to-date primarily for the payment of dividends to common shareholders and the early redemption of $100 million Floating Rate Senior Notes due November 15, 2007, $34.4 million of 6.75% Notes maturing September 1, 2031, $10 million of Medium-Term Notes, Series A, with an annual interest rate of 8.09% due September 15, 2026 and $10 million of 7.97% Medium-Term Notes maturing September 23, 2026. Partially offsetting these uses of cash was the January 2007 issuance by Alagasco of $45 million in long-term debt with an interest rate of 5.9% due January 15, 2037.

FUTURE CAPITAL RESOURCES AND LIQUIDITY

Energen plans to continue investing significant capital in Energen Resources’s oil and gas production operations. In the three-year period ending December 31, 2009, the Company expects to invest approximately $860 million primarily in its four major areas of operation. For 2007, the Company expects its oil and gas capital spending to total approximately $330 million, including $275 million for the development of existing properties, $18 million for an acquisition in the Permian Basin in May 2007 and approximately $23 million in capitalized unproved leasehold costs. Capital investment at Energen Resources in 2008 is expected to approximate $300 million, including approximately $285 million for the development of existing properties.

The Company also may allocate additional capital during this three-year period for other oil and gas activities such as property acquisitions, additional accelerated development of existing properties and the exploration and development of potential shale plays primarily in Alabama. Energen Resources may evaluate acquisition opportunities which arise in the marketplace and from time to time will pursue acquisitions that meet Energen’s acquisition criteria. Energen Resources’ ability to invest in property acquisitions is subject to market conditions and industry trends. Property acquisitions are not included in the aforementioned estimate of oil and gas investments and could result in capital expenditures different from those outlined above. In October 2006, Energen Resources sold to Chesapeake Energy Corporation (Chesapeake) a 50 percent interest in its unproved lease position of approximately 200,000 acres in various shale plays in Alabama for $75 million and a $15 million carried drilling interest. In addition, the two companies signed an agreement to form an area of mutual interest (AMI) through which they will pursue new leases, exploration, development and operations on a 50-50 basis, for at least the next 10 years. Energen Resources and Chesapeake continue to lease shared acreage in the AMI, which encompasses Alabama and some of Georgia in advance of drilling. As of October 12, 2007, Energen Resources’ net acreage position totaled approximately 250,000 acres and represents multiple shale opportunities. The Company has not included in its capital spending estimates discussed above any amounts associated with exploratory drilling in the AMI and/or future potential development.

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To finance capital spending at Energen Resources, the Company primarily expects to use internally generated cash flow supplemented by its short-term credit facilities. The Company also may issue long-term debt and equity periodically to replace short-term obligations, enhance liquidity and provide for permanent financing.

Energen also plans to consider stock repurchases as a capital investment. In May 2006, Energen began a buy-back of its common stock under an existing stock repurchase plan. In June 2006, the Company’s Board of Directors authorized an additional 9 million shares of common stock for repurchase. Energen may buy shares from time to time on the open market or in negotiated purchases. The timing and amounts of any repurchases are subject to changes in market conditions. During 2006, the Company purchased 2.2 million shares at an average price of $39.08 per share. The Company did not repurchase shares of common stock for this program during the nine months ended September 30, 2007. The Company currently plans to continue utilizing internally generated cash flow to fund any future stock repurchases.

Energen Resources has experienced various market driven conditions generally caused by the increased commodity price environment including, but not limited to, higher workover and maintenance expenses, increased taxes and other field-service-related expenses. The Company anticipates influences such as weather, natural disasters, changes in global economics and political unrest will continue to contribute to increased price volatility in the near term. Commodity price volatility will affect the Company’s revenue and associated cash flow available for investment.

Energen Resources hedges its exposure to estimated commodity production. In addition, Alagasco periodically enters into cash flow derivative commodity instruments to hedge its exposure to price fluctuations on its gas supply. Such instruments may include regulated natural gas and crude oil futures contracts traded on the New York Mercantile Exchange (NYMEX) and over-the-counter swaps, collars and basis hedges with major energy derivative product specialists. The counterparties to the commodity instruments are investment banks and energy-trading firms. In some contracts, the amount of credit allowed before collateral must be posted for out-of-the-money hedges varies depending on the credit rating of the Company or Alagasco. At September 30, 2007, the counterparty agreements under which the Company had active positions did not include collateral posting requirements. Energen Resources was in a net gain position with four of its counterparties and a net loss with the remaining three. The Company believes the creditworthiness of these counterparties is satisfactory. These hedge transactions are pursuant to standing authorizations by the Board of Directors, which do not authorize speculative positions.

Energen Resources entered into the following transactions for the remainder of 2007 and subsequent years:

Production Period	Total Hedged Volumes	Average Contract Price	Description
Natural Gas
2007	3.1 Bcf	$9.27 Mcf	NYMEX Swaps
2007	7.4 Bcf	$7.83 Mcf	Basin Specific Swaps
2008	29.2 Bcf	$8.55 Mcf	NYMEX Swaps
2008	14.5 Bcf	$7.66 Mcf	Basin Specific Swaps
2008	*1.6 Bcf	$8.08 Mcf	NYMEX Swaps
2008	*4.3 Bcf	$7.08 Mcf	Basin Specific Swaps
2009	14.4 Bcf	$7.92 Mcf	Basin Specific Swaps
2009	*10.3 Bcf	$7.65 Mcf	Basin Specific Swaps
Gas Basis Differential
2008	10.8 Bcf	**	Basis Swaps
2008	*1.2 Bcf	**	Basis Swaps
Oil
2007	671 MBbl	$69.94 Bbl	NYMEX Swaps
2008	2,973 MBbl	$68.82 Bbl	NYMEX Swaps
2008	*82 MBbl	$83.95 Bbl	NYMEX Swaps
2009	1,620 MBbl	$64.23 Bbl	NYMEX Swaps
2009	*480 MBbl	$82.40 Bbl	NYMEX Swaps
Oil Basis Differential
2007	584 MBbl	**	Basis Swaps

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2008	2,398 MBbl	**	Basis Swaps
2008	1,620 MBbl	**	Basis Swaps
Natural Gas Liquids
2007	11.2 MMGal	$0.93 Gal	Liquids Swaps
2008	41.3 MMGal	$0.93 Gal	Liquids Swaps
2008	*6.4 MMGal	$1.15 Gal	Liquids Swaps
2009	*10.1 MMGal	$1.05 Gal	Liquids Swaps

* Contracts entered into subsequent to September 30, 2007.

** Average contract prices are not meaningful due to the varying nature of each contract.

Realized prices are anticipated to be lower than NYMEX prices due to basis differences and other factors.

The Company’s efforts to minimize commodity price volatility through hedging is reflected in Alagasco’s current rates. Alagasco’s rate schedules for natural gas distribution charges contain a Gas Supply Adjustment (GSA) rider which permits the pass-through to customers for changes in the cost of gas supply. The GSA rider is designed to capture the Company’s cost of natural gas and provides for a pass-through of gas cost fluctuations to customers without markup; the cost of gas includes the commodity cost, pipeline capacity, transportation and fuel costs, and risk management gains and losses. Sustained higher natural gas prices may decrease Alagasco’s customer base and could result in a further decline of per customer use and number of customers. The utility will continue to monitor its bad debt reserve and will make adjustments as required based on the evaluation of its receivables which are impacted by natural gas prices.

Alagasco maintains an investment in storage gas that is expected to average approximately $62 million in 2007 but will vary depending upon the price of natural gas. During 2007 and 2008, Alagasco plans to invest an estimated $61 million and $62 million, respectively, in utility capital expenditures for normal distribution and support systems. Over the three-year period ending December 31, 2009, Alagasco anticipates capital investments of approximately $189 million. The utility anticipates funding these capital requirements through internally generated capital and the utilization of short-term credit facilities. Alagasco issued $45 million in long-term debt with an interest rate of 5.9% in January 2007 and redeemed $34.4 million of 6.75% Notes maturing September 1, 2031 and $10 million of 7.97% Medium-Term Notes maturing September 23, 2026 in the same period in order to capitalize on lower interest rates.

Access to capital is an integral part of the Company’s business plan. The Company regularly provides information to corporate rating agencies related to current business activities and future performance expectations. Moody’s Investors Services (Moody’s) recently reevaluated the business and financial profiles of the Company. On September 25, 2007, Moody’s downgraded the debt rating of Energen to Baa3 senior unsecured from Baa2. Energen’s debt rating of Baa3 remains investment grade and reflects Moody’s assignment of increased exposure to the Company related to the growth of its oil and gas operations. Moody’s also confirmed the debt rating of Alagasco during this review as A1 senior unsecured. On October 31, 2007, Standard & Poor’s affirmed its BBB+ corporate credit rating on Energen and Alagasco; the outlook remained stable. While the Company expects to have ongoing access to its short-term credit facilities and the broader long-term markets, continued access could be adversely affected by future economic and business conditions and credit rating downgrades. To help finance its growth plans and operating needs, the Company currently has available short-term credit facilities aggregating $415 million of which Energen has available $255 million, Alagasco has available $110 million and $50 million is available to either Company.

Dividends

Energen expects to pay annual cash dividends of $0.46 per share on the Company’s common stock in 2007. The amount and timing of all dividend payments is subject to the discretion of the Board of Directors and is based upon business conditions, results of operations, financial conditions and other factors.

Contractual Cash Obligations and Other Commitments

In the course of ordinary business activities, Energen enters into a variety of contractual cash obligations and other commitments. There have been no material changes to the contractual cash obligations of the Company since December 31, 2006.

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Recent Pronouncements of the Financial Accounting Standards Board (FASB)

The Company adopted the provisions of FIN 48 as of January 1, 2007. This Interpretation prescribed a recognition threshold and measurement attribute for the financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken in a tax return. As a result of the implementation of FIN 48, the Company recognized an approximate $1.2 million increase in the liability for unrecognized tax benefits and a decrease to the January 1, 2007 balance of retained earnings. As of the date of adoption and after the impact of recognizing the increase in liability noted above, the Company’s unrecognized tax benefits totaled $7.7 million, of which $3.9 million would favorably impact the Company’s effective tax rate, if recognized. The remaining $3.8 million of liability for unrecognized tax benefits represents a reclassification from previously established deferred tax liabilities pursuant to the adoption of FIN 48. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. As of January 1, 2007, the Company recognized approximately $484,000 in potential interest (net of tax benefit) and penalties associated with uncertain tax positions. The Company’s tax returns for years 2004-2006 remain open to examination by the Internal Revenue Service and major state taxing jurisdictions. The Company recognized approximately $1.8 million of previously unrecognized tax benefits in the current quarter as the result of the statute of limitations expiring for federal and state tax returns prior to 2004. This change recognized in the current quarter and the change in the unrecognized tax benefit expected within the next 12 months is not considered material to the financial statements.

During September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or a liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under SFAS No. 157, fair value measurements would be separately disclosed by level within the fair value hierarchy effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of this Statement.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which permits entities to measure financial instruments and certain other items at fair value to mitigate volatility in reported earnings. This Statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of this Statement.

FORWARD-LOOKING STATEMENTS

Certain statements in this report express expectations of future plans, objectives and performance of the Company and its subsidiaries and 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 forward-looking statements do not reflect the impact of possible or pending acquisitions, divestitures or restructurings. The absence of errors in input data, calculations and formulas used in estimates, assumptions and forecasts cannot be guaranteed. Neither the Company nor Alagasco undertakes any 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. Some of these include, but are not limited to, economic and competitive conditions, inflation rates, legislative and regulatory changes, financial market conditions, the Company’s ability to access the capital markets, future business decisions, utility customer growth and retention and usage per customer, litigation results and other uncertainties, all of which are difficult to predict.

Third Party Facilities: The forward-looking statements assume generally uninterrupted access to third party oil, gas and natural gas liquid gathering, transportation, processing and storage facilities. Energen Resources relies upon such facilities for access to markets for its production. Alagasco relies upon such facilities for access to natural gas supplies. Such facilities are typically limited in number and geographically concentrated. An extended interruption of access to or service from these facilities, whether caused by weather events, natural disaster, accident, mechanical failure, criminal act or otherwise could result in material adverse financial consequences to Alagasco, Energen Resources and/or the Company.

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Energen Resources’ Production: There are numerous uncertainties inherent in estimating quantities of proved oil and gas reserves and in projecting future rates of production and timing of development expenditures. The total amount or timing of actual future production may vary significantly from reserve and production estimates. In the event Energen Resources is unable to fully invest its planned development, acquisition, and exploratory expenditures, future operating revenues, production, and proved reserves could be negatively affected. The drilling of development and exploratory wells can involve significant risks, including those related to timing, success rates and cost overruns, and these risks can be affected by lease and rig availability, complex geology and other factors.

Energen Resources’ Hedging: Although Energen Resources makes use of futures, swaps, options and fixed-price contracts to mitigate price risk, fluctuations in future commodity prices could materially affect the Company’s financial position, results of operations and cash flows; furthermore, such risk mitigation activities may cause the Company’s financial position and results of operations to be materially different from results that would have been obtained had such risk mitigation activities not occurred. The effectiveness of such risk mitigation assumes that counterparties maintain satisfactory credit quality. The effectiveness of such risk mitigation also assumes that actual sales volumes will generally meet or exceed the volumes subject to the futures, swaps, options and fixed-price contracts. A substantial failure to meet sales volume targets, whether caused by miscalculations, weather events, natural disaster, accident, criminal act or otherwise, could leave Energen Resources financially exposed to its counterparties and result in material adverse financial consequences to Energen Resources and the Company. The adverse effect could be increased if the adverse event was widespread enough to move market prices against Energen Resources’ position.

Alagasco’s Hedging: Similarly, although Alagasco makes use of futures, swaps and fixed-price contracts to mitigate gas supply cost risk, fluctuations in future gas supply costs could materially affect its financial position and rates to customers. The effectiveness of Alagasco’s risk mitigation assumes that its counterparties in such activities maintain satisfactory credit quality. The effectiveness of such risk mitigation also assumes that Alagasco’s actual gas supply needs will generally meet or exceed the volumes subject to the futures, swaps and fixed-price contracts. A substantial failure to experience projected gas supply needs, whether caused by miscalculations, weather events, natural disaster, accident, mechanical failure, criminal act or otherwise, could leave Alagasco financially exposed to its counterparties and result in material adverse financial consequences to Alagasco and the Company. The adverse effect could be increased if the adverse event was widespread enough to move market prices against Alagasco’s position.

Operations: Inherent in the gas distribution activities of Alagasco and the oil and gas production activities of Energen Resources are a variety of hazards and operation risks, such as leaks, explosions and mechanical problems that could cause substantial financial losses. In addition, these risks could result in loss of human life, significant damage to property, environmental pollution, impairment of operations and substantial losses to the Company. In accordance with customary industry practices, the Company maintains insurance against some, but not all, of these risks and losses. The location of pipeline and storage facilities near populated areas, including residential areas, commercial business centers and industrial sites, could increase the level of damages resulting from these risks. The occurrence of any of these events could adversely affect Alagasco’s, Energen Resources’ and/or the Company’s financial position, results of operations and cash flows.

Alagasco’s Service Territory: Alagasco’s utility customers are geographically concentrated in central and north Alabama. Significant economic, weather, natural disaster, criminal act or other events that adversely affect this region could adversely affect Alagasco and the Company.

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SELECTED BUSINESS SEGMENT DATA

ENERGEN CORPORATION

(Unaudited)

	Three months ended September 30,					Nine months ended September 30,
(in thousands, except sales price data)	2007			2006		2007		2006
Oil and Gas Operations
Operating revenues from continuing operations
Natural gas	$	123,499		$	108,795	$	371,436	$	331,073
Oil		66,689			46,529		181,388		136,146
Natural gas liquids		17,486			14,668		49,076		38,152
Other		749			1,524		3,912		4,842
Total	$	208,423		$	171,516	$	605,812	$	510,213
Production volumes from continuing operations
Natural gas (MMcf)		16,495			16,004		47,732		47,056
Oil (MBbl)		1,025			905		2,898		2,736
Natural gas liquids (MMgal)		19.6			20.4		57.6		57.1
Production volumes from continuing operations (MMcfe)		25,445			24,340		73,350		71,625
Total production volumes (MMcfe)		25,445			24,340		73,349		71,624
Revenue per unit of production including effects of all derivative instruments
Natural gas (Mcf)	$	7.49		$	6.80	$	7.78	$	7.04
Oil (barrel)	$	65.06		$	51.43	$	62.58	$	49.75
Natural gas liquids (gallon)	$	0.89		$	0.72	$	0.85	$	0.67
Revenue per unit of production including effects of qualifying cash flow hedges
Natural gas (Mcf)	$	7.49		$	6.80	$	7.78	$	7.04
Oil (barrel)	$	65.06		$	51.43	$	62.45	$	49.75
Natural gas liquids (gallon)	$	0.89		$	0.72	$	0.85	$	0.67
Revenue per unit of production excluding effects of all derivative instruments
Natural gas (Mcf)	$	5.82		$	6.10	$	6.45	$	6.70
Oil (barrel)	$	69.70		$	64.94	$	60.91	$	61.91
Natural gas liquids (gallon)	$	0.99		$	0.88	$	0.89	$	0.81
Other data from continuing operations
Lease operating expense (LOE)
LOE and other	$	38,706		$	35,305	$	113,236	$	100,789
Production taxes	$	12,968		$	12,602	$	38,568	$	38,454
Total	$	51,674		$	47,907	$	151,804	$	139,243
Depreciation, depletion and amortization	$	29,610		$	24,475	$	83,083	$	71,592
Capital expenditures	$	94,274		$	61,049	$	254,795	$	156,606
Exploration expenditures	$	1,396		$	1,986	$	1,671	$	3,512
Operating income	$	112,899		$	85,239	$	329,672	$	260,916
Natural Gas Distribution
Operating revenues
Residential	$	35,685		$	36,635	$	306,312	$	322,635
Commercial and industrial		21,384			22,300		130,279		139,713
Transportation		10,575			10,115		36,509		33,111
Other		(45	)		2,145		4,693		7,555
Total	$	67,599		$	71,195	$	477,793	$	503,014
Gas delivery volumes (MMcf)
Residential		1,537			1,601		16,303		16,581
Commercial and industrial		1,520			1,534		8,373		8,559

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Transportation		12,779			12,999			38,396		37,947
Total		15,836			16,134			63,072		63,087
Other data
Depreciation and amortization	$	11,847		$	11,201		$	35,101	$	32,880
Capital expenditures	$	14,023		$	18,512		$	45,596	$	58,947
Operating income	$	(13,673	)	$	(8,921	)	$	59,734	$	57,517

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Energen Resources’ major market risk exposure is in the pricing applicable to its oil and gas production. Historically, prices received for oil and gas production have been volatile because of seasonal weather patterns, world and national supply-and-demand factors and general economic conditions. Crude oil prices also are affected by quality differentials, by worldwide political developments and by actions of the Organization of Petroleum Exporting Countries. Basis differentials, like the underlying commodity prices, can be volatile because of regional supply-and-demand factors, including seasonal factors and the availability and price of transportation to consuming areas.

Energen Resources periodically enters into derivative commodity instruments that qualify as cash flow hedges under Statement of Financial Accounting Standard (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to hedge its exposure to price fluctuations to its estimated oil, natural gas and natural gas liquids production. In addition, Alagasco periodically enters into cash flow derivative commodity instruments to hedge its gas supply exposure. Such instruments may include regulated natural gas and crude oil futures contracts traded on the New York Mercantile Exchange (NYMEX) and over-the-counter swaps, collars and basis hedges with major energy derivative product specialists. The counterparties to the commodity instruments are investment banks and energy-trading firms. These counterparties have been deemed creditworthy by the Company and have agreed in certain instances to post collateral with the Company when unrealized gains on hedges exceed certain specified contractual amounts. Notwithstanding these agreements, the Company is at risk for economic loss based upon the creditworthiness of its counterparties. In some contracts, the amount of credit allowed before Energen Resources and Alagasco must post collateral for out-of-the-money hedges varies depending on the credit rating of the Company or Alagasco. All hedge transactions are subject to the Company’s risk management policy and approved by the Board of Directors, which does not authorize speculative positions. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking the hedge. The maximum term over which Energen Resources has hedged exposures to the variability of cash flows is through December 31, 2009.

A failure to meet sales volume targets at Energen Resources or gas supply targets at Alagasco due to miscalculations, weather events, natural disasters, accidents, mechanical failure, criminal act or otherwise could leave the Company or Alagasco exposed to its counterparties in commodity hedging contracts and result in material adverse financial losses.

See Note 3, Derivative Commodity Instruments, in the Notes to the Unaudited Condensed Financial Statements for details related to the Company’s hedging activities.

The Company’s interest rate exposure as of September 30, 2007, was minimal as all long-term debt obligations were at fixed rates.

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ITEM 4. CONTROLS AND PROCEDURES

(a) Our chief executive officer and chief financial officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation they have concluded that our disclosure controls and procedures are effective at a reasonable assurance level.

(b) Our chief executive officer and chief financial officer have concluded that during the period covered by this report there were no changes in our internal controls that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Progams**
July 1, 2007 through July 31, 2007	—			—	—	8,992,700
August 1, 2007 through August 31, 2007	1,580	*	$	55.74	—	8,992,700
September 1, 2007 through September 30, 2007	246	*	$	54.67	—	8,992,700
Total	1,826		$	55.60	—	8,992,700

* Acquired in connection with tax withholdings and payment of exercise price on stock compensation plans.

** By resolution adopted May 24, 1994, and supplemented by resolutions adopted April 26, 2000 and June 24, 2006, the Board of Directors authorized the Company to repurchase up to 12,564,400 shares of the Company’s common stock. The resolutions do not have an expiration date.

ITEM 6. EXHIBITS

3	- Alabama Gas Corporation By-Laws as Amended through October 24, 2007
31(a)	- Section 302 Certificate required by Rule 13a-14(a) or Rule 15d-14(a)
31(b)	- Section 302 Certificate required by Rule 13a-14(a) or Rule 15d-14(a)
32	- Section 906 Certificate pursuant to 18 U.S.C. Section 1350

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SIGNATURES

Pursuant to the requirements of the Securities and 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 ALABAMA GAS CORPORATION
November 6, 2007	By	/s/ James T. McManus, II
		James T. McManus, II Chief Executive Officer and President of Energen Corporation and Chief Executive Officer of Alabama Gas Corporation

November 6, 2007	By	/s/ Charles W. Porter, Jr.
		Charles W. Porter, Jr. Vice President, Chief Financial Officer and Treasurer of Energen Corporation and Alabama Gas Corporation

November 6, 2007	By	/s/ Grace B. Carr
		Grace B. Carr Vice President and Controller of Energen Corporation

November 6, 2007	By	/s/ Paula H. Rushing
		Paula H. Rushing Vice President-Finance of Alabama Gas Corporation

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EX-3

Exhibit 3

ALABAMA GAS CORPORATION

BY-LAWS

As Amended Through October 24, 2007

ARTICLE I

SECTION 1. The annual meeting, for the purpose of electing Directors and transacting any other proper business, shall be held at 10:00 A.M. on the fourth Wednesday in January of each year, if not a legal holiday, and if a legal holiday then on the first succeeding business day not a legal holiday, or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Special meetings may be held, and shall be called by the Secretary, whenever directed by the Chairman of the Board or the President or whenever requested by a majority of the directors, either by vote at a meeting or in writing.

SECTION 2. At least ten days before each annual and each special meeting and in any event such number of days as will conform with any statutory requirement, the Secretary shall mail or cause to be mailed to each stockholder entitled to vote at the meeting, at his address appearing on the books of the corporation, a notice which shall state the time and the place of the meeting, and, in the case of a special meeting, shall state also the objects or purposes of the meeting.

SECTION 3. All meetings of the stockholders, including meetings for the election of directors, shall be held at the principal office of the corporation in the City of Birmingham, Alabama.

SECTION 4. Prior to each meeting of stockholders, the Board of Directors shall either fix a period of not less than ten days preceding the day of the meeting during which the stock transfer books shall be closed, or fix a date not less than ten days preceding the day of the meeting as a record date for the determination of the stockholders entitled to notice of and to vote at such meeting, and when a record date shall have been so fixed, only stockholders of record on such date shall be entitled to notice of and to vote at such meeting.

SECTION 5. Stockholders may vote in person or by proxy. The vote of stockholders for the election of directors, or upon any question before a meeting, need not be by ballot except when required by statute or demanded by a stockholder of record entitled to vote at the meeting; when so required or demanded, the vote shall be by ballot. All questions shall be decided by the vote of a majority of the shares voting on the question, except where otherwise required by statute or by the Certificate of Incorporation, as now or hereafter amended.

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SECTION 6. The Chairman of the Board, and in his absence, the President, or in the absence of both, the Executive Vice President, shall call meetings of stockholders to order and act as Chairman of such meeting. In the absence of all these officers the Board of Directors shall appoint a chairman of the meeting, but if the Board shall not make such appointment, then, any stockholder or the proxy of any stockholder may call the meeting to order, and a chairman shall be elected.

SECTION 7. The Secretary or any Assistant Secretary may act as Secretary of any meeting of stockholders; but the Board of Directors before the meeting may designate any person to act as secretary thereof, and if no such designation shall have been made, then the Chairman of the meeting may appoint any person to act as secretary thereof.

SECTION 8. At each meeting of the stockholders at which the voting shall be by ballot, the voting shall be conducted and all questions touching the qualifications of the voters, the validity of proxies and the acceptance or rejection of votes shall be decided by one judge. Such judge may be an officer of the corporation and may be appointed before the meeting by the board of directors, but if no such appointment shall have been made, then by the Chairman of the meeting; and if for any reason any judge previously appointed shall fail to attend, or refuse or be unable to serve, then a judge to act in his place shall be appointed by the Chairman of the meeting. No such judge need be a stockholder.

SECTION 9. At each meeting of stockholders, except as otherwise provided by statute or by the Certificate of Incorporation or an amendment thereof, the holders of a majority of all of the stock which at the time shall be entitled to vote, present in person or represented by proxy, shall be requisite for the transaction of business and shall constitute a quorum. A meeting of the stockholders may be adjourned to any day, and from time to time, as such meeting shall determine, whether or not a quorum be present. The time and place to which an adjournment is taken shall be publicly announced at the meeting, and no further notice thereof shall be necessary.

ARTICLE II

Board of Directors

SECTION 1. The general management of the property, business and affairs of the Corporation shall be vested in a Board of Directors, consisting of not less than one nor more than twenty persons, the exact number to be determined by resolution of the Board of Directors. Directors shall hold office until the next annual meeting of the stockholders and until others are duly chosen in their place and shall have qualified.

SECTION 2. The Board of Directors may provide for stated meetings at regular intervals to be held pursuant to a standing resolution of the Board. No notice of such meetings need be given. Special meetings of the Board may be called upon written instructions signed by the Chairman of the Board, the President or a Vice President, or at least two of the directors, and

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delivered to the Secretary of the Corporation, stating the time and place thereof. The Secretary shall give, or cause to be given, notice of the time and place of holding each special meeting by mailing the same at least thirty-six (36) hours before the meeting or by causing the same to be transmitted by telephone, cable or wire message at least twenty-four (24) hours before the meeting to each director to his address on file with the Secretary of the Company.

The directors may hold their meetings at such place or places, either within or without the State of Alabama, as the board shall designate from time to time.

SECTION 3. A majority of the directors shall constitute a quorum for the transaction of business at meetings of the board. Subject to the provisions of the Certificate of Incorporation, as amended, vacancies in the board shall be filled by a majority of the directors then in office. A majority of the directors present at any meeting may adjourn the meeting until a later day or hour, or sine die, whether or not a quorum be present. A minute of such adjournment shall be entered on the records by the Secretary, and no further notice thereof shall be necessary.

SECTION 4. The Board of Directors may adopt such rules and regulations for the conduct of its meetings and the management of the affairs of the corporation as it may deem proper not inconsistent with these by-laws or the certificate of incorporation and the amendments thereof.

SECTION 5. The Board of Directors shall fix and authorize the payment of compensation for all officers of the corporation, including such officers as may be directors of the corporation, for services to the corporation; and shall fix and authorize the payment of compensation and expenses to the directors for services to the corporation, including fees and expenses for attendance at meetings of the board, of the executive committee and of all other committees.

ARTICLE III

Officers and Agents

SECTION 1. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chairman of the Board, a President, a Secretary and a Treasurer, and may also include a Chief Executive Officer, a Chief Operating Officer, one or more vice presidents, a controller, a general counsel, and such other officers and assistant officers as may be determined by the Board of Directors. Any two or more offices may be held by the same person.

SECTION 2. The first officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors. Each officer shall hold office at the pleasure of the Board of Directors or until his death or he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. A vacancy in any office may be filled by the Board of Directors.

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SECTION 4. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 5. The officers of the Corporation, if and when elected by the Board of Directors of the Corporation, shall have the following duties:

(a) Chairman of the Board. The Chairman of the Board shall, when present, preside at all meetings of the shareholders and of the Board of Directors. In general, he shall perform all duties incident to the office of chairman of the board of a corporation and such other duties as may be prescribed by the Board of Directors. The Chairman of the Board shall act as Chief Executive Officer of the Corporation unless the Board of Directors has elected another person as Chief Executive Officer.

(b) Chief Executive Officer. The Chief Executive Officer of the Corporation shall, subject to the control of the Board of Directors, have general charge and control of the business and affairs of the Corporation and shall perform such other duties as may be prescribed by the Board of Directors.

(c) President. The President shall have general and active management of such areas and divisions of the business of the Corporation as may be designated by the Board of Directors or by the Chief Executive Officer. The President of the Corporation shall carry into effect the orders of the Chief Executive Officer. In the absence of the Chief Executive Officer or in the event of his death or inability to act, the President shall perform the duties of the Chief Executive Officer. In general, he shall perform all duties incident to the office of president of a corporation and such other duties as may from time to time be assigned to him by the Board of Directors or the Chief Executive Officer. The President shall act as Chief Operating Officer of the Corporation unless the Board of Directors has elected another person as Chief Operating Officer

(d) Chief Operating Officer. The Chief Operating Officer of the Corporation shall, subject to the control of the Board of Directors, the Chief Executive Officer and the President of the Corporation, be the chief administrative officer of the Corporation and shall have such powers and perform such duties as are normally incident to the position of chief operating officer of a corporation, and have such other duties as may from time to time be assigned to him by the Board of Directors, the Chief Executive Officer or the President.

(e) Vice-Presidents. The Vice Presidents shall have such duties as may from time to time be assigned to them by the Board of Directors, the Chief Executive Officer, the President or the Chief Operating Officer. In the absence of the President or in the event of his death or inability to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order determined by the Board of Directors) shall perform the duties of the President.

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(f) Secretary. The Secretary shall keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation; see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; have general charge of the stock transfer books of the Corporation; and in general perform all duties incident to the office of secretary of a corporation and such other duties as from time to time may be assigned to him by the Chairman of the Board, the Chief Executive Officer, the President or the Board of Directors. If there is no Treasurer of the Corporation, the Secretary shall assume the authority and duties of Treasurer.

(g) Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as may be designated by the Board of Directors, and in general perform all of the duties incident to the office of treasurer of a corporation and such other duties as from time to time may be assigned to him by the Chairman of the Board, the Chief Executive Officer, the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

(h) Assistant Secretaries and Assistant Treasurers. The Assistant Secretary, or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. The Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. The Board of Directors may require any Assistant Treasurer to give a bond for the faithful discharge of his duties in such sums and with such surety or sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers shall all perform such other duties as shall be assigned to them by the Secretary and Treasurer, respectively, or by the Chairman of the Board, the Chief Executive Officer, the President or the Board of Directors.

SECTION 6. The compensation of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation.”

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ARTICLE IV

Issue and Transfer of Stock Certificates

SECTION 1. The Board of Directors shall provide for issue, transfer and registration of the certificates representing the capital stock of the corporation, and shall appoint the necessary officers, transfer agents and registrars of transfers for that purpose.

SECTION 2. Until otherwise ordered by the Board of Directors, stock certificates shall be signed by the President or by a Vice President, and by the Secretary or an Assistant Secretary thereunto authorized by the Board of Directors.

SECTION 3. Unless otherwise ordered by the Board of Directors, the signatures on stock certificates of the President, the Executive Vice President or a Vice President and Secretary or Assistant Secretary of the Company may be facsimiles engraved or printed and the corporate seal to be affixed thereto may be a facsimile, engraved or imprinted thereon. In case any officer or officers whose facsimile signatures may be used on any stock certificate cease to be such officer or officers, whether because of death, resignation, or otherwise, before such certificates have been issued, such certificates shall nevertheless be deemed to have been adopted by the corporation and may be countersigned and issued by any transfer agent or registrar as though such person or persons whose facsimile signatures have been used thereon had not ceased to be such officer or officers of the corporation.

SECTION 4. Transfers of stock shall be made on the books of the corporation only by order of the person in whose name such stock is registered or by his attorney lawfully constituted in writing, and unless otherwise authorized by the Board of Directors, only upon surrender and cancellation of the old certificate. No new stock certificate shall be issued to a transferee until the transfer has been made on the books of the corporation.

SECTION 5. In case any stock certificate shall be lost, by theft or otherwise, or destroyed, the Board of Directors in its absolute discretion may order the issuance of a new certificate in lieu thereof, upon delivery to the corporation of a bond of indemnity satisfactory to the board.

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SECTION 6. The Board of Directors may fix in advance any period of not more than thirty days preceding any dividend payment date or any date for the allotment of rights, during which the stock transfer books shall be closed; or in the event that the Board of Directors shall not have fixed such period, it may fix a date not more than thirty days preceding any dividend payment date or any date for the allotment of rights, as a record date for the determination of the stockholders entitled to receive such dividends or rights, as the case may be; and only stockholders of record on such date shall be entitled to receive such dividends or rights, as the case may be.

ARTICLE V

Checks – Notes – Drafts—Etc.

SECTION 1. Unless otherwise directed by the Board of Directors, all notes, acceptances, checks, drafts and orders for the payment of money shall be signed by the Treasurer, Controller, or an Assistant Treasurer and any one of the following officers of the corporation: Chairman of the Board, President, Executive Vice President, Senior Vice President, any Vice President, Secretary, Treasurer, Controller, Assistant Secretary and Assistant Treasurer.

Article VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

SECTION 1. Indemnification .

(a) The Corporation shall indemnify, to the fullest extent permitted by law, including, without limitation, the Alabama Business Corporation Act, any person who is or was a director or officer of the Corporation, and any director or officer of the Corporation (and any other person, as evidenced by a duly adopted resolution of the board of directors of the Corporation) who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability or other expenses incurred in connection with the defense of any proceeding, or of any claim, issue or matter in such proceeding, in which such director, officer or other person is a party because such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation in one of the capacities referred to above. If the amount, extent, or quality of indemnification permitted by law should be in any way restricted after the adoption of these bylaws, then the Corporation shall indemnify such persons to the fullest extent permitted by law as in effect at the time of the occurrence of the omission or the act giving rise to the claimed liability with respect to which indemnification is sought.

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(b) The Corporation shall indemnify, to the same extent as provided in Section 1 (a) of this Article VI of these bylaws with respect to officers and directors of the Corporation, any employee of the Corporation, and any employee of the Corporation (and any other person, as evidenced by a duly adopted resolution of the board of directors of the Corporation) who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability or other expenses incurred in connection with the defense of any proceeding, or of any claim, issue or matter in such proceeding, in which proceeding both such employee or other person is a party because such person is or was an employee of the Corporation or is or was serving at the request of the Corporation in one of the capacities referred to above and the Corporation is obligated to provide, and is providing, indemnification to one or more officers or directors of the Corporation pursuant to Section 1 (a) above of this Article VI.

(c) In connection with indemnification of officers, directors and other persons pursuant to Sections 1 (a) and 1 (b) of this Article VI of these bylaws, the Corporation shall advance expenses to such persons as and to the extent permitted by law, including, without limitation, the Alabama Business Corporation Act.

(d) The Corporation may indemnify, and may advance expenses to, an employee or agent of the Corporation who is not an officer or director of the Corporation and any other person not described in, or not provided indemnification pursuant to the provisions of, Sections 1 (a), 1 (b) or 1 (c) of this Article VI who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the same extent as provided in Section 1 (a) of this Article VI of these bylaws with respect to officers and directors of the Corporation. Notwithstanding the foregoing, nothing contained in this Section (d) shall, or shall be deemed to, constitute or create an entitlement on the part of any employee or agent of the Corporation to be indemnified or to have expenses advanced to or for such employee’s or agent’s benefit.

(e) The indemnification and advancement of expenses pursuant to this Article VI shall be in addition to, and not exclusive of, any other right that the person seeking indemnification may have under these bylaws, the articles of incorporation of the Corporation, any separate contract or agreement or applicable law.

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SECTION 2. Insurance .

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, partner, trustee, employee or agent of the Corporation, or any person who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under applicable law.

SECTION 3. Survival of Right .

Any right to indemnification or advancement of expenses provided by or granted pursuant to this Article VI shall continue as to a person who has ceased to be a director, officer, employee or agent or to serve as a director, officer, partner, trustee, employee or agent of such other foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person. Any repeal or modification of this Article VI which serves to restrict or lessen the rights to indemnification or advancement of expenses provided by this Article VI shall be prospective only and shall not lessen the right to indemnification or advancement of expenses existing at the time of such repeal or modification with respect to liabilities arising out of claimed acts or omissions occurring prior to such repeal or modification.

ARTICLE VII

General Provisions

SECTION 1. All officers, agents and employees, in exercise of the powers conferred and the performance of the duties imposed upon them, by these by-laws or otherwise, shall at all times be subject to the direction, supervision and control of the Board of Directors.

SECTION 2. Except as otherwise ordered by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer and each Vice President and Assistant Vice President shall severally have power to execute on behalf of the Corporation any note, deed, bond, mortgage, indenture, certificate, contract, lease, mineral lease or other instrument or agreement, and to cause the corporate seal thereto to be affixed and attested by the Secretary or an Assistant Secretary.

SECTION 3. Unless otherwise ordered by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or any Vice President, or such other officer as may be designated by the Board of Directors to act in the absence of the Chairman of the Board, the Chief Executive Officer, the President or any Vice President, shall have full power and authority on behalf of the Corporation to attend and to act and to vote, and to execute a proxy or

9

proxies empowering others to attend and to act and to vote, at any meetings of security holders of any corporation in which the Corporation may hold securities, and at such meetings the Chairman of the Board, or such other officer of the Corporation, or such proxy shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which as the owner thereof the Corporation might have possessed and exercised, if present. Such authority may be exercised by action by written consent in lieu of a meeting. The Secretary or any Assistant Secretary may affix the corporate seal to any such proxy or proxies or other instrument so executed by the Chairman of the Board, or such other officer, and attest the same. The Board of Directors by resolution from time to time may confer like powers upon any other person or persons.

SECTION 4. Any stockholder, director or officer may waive any notice required to be given to him under these by-laws.

SECTION 5. In addition to its principal office in the State of Alabama, the corporation may have an office or offices, either within or without the State.

SECTION 6. The corporate seal shall be an impression on wax or paper, circular in form, with the words “Alabama Gas Corporation, Alabama” on the outer margin thereof and bearing on the inner portion the words “Corporate Seal, 1929.”

SECTION 7. These by-laws may be altered, amended or repealed at any meeting of stockholders, by vote of the holders, present in person or by proxy, of a majority of all of the stock which at the time shall be entitled to vote at elections of directors, or at any meeting of the Board of Directors, by vote of a majority of all the members of the board.

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EX-31.(A)

Exhibit 31(a)

CERTIFICATION

I, James T. McManus II, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation and Alabama Gas Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 6, 2007	By	/s/ James T. McManus, II
		James T. McManus, II Chief Executive Officer and President of Energen Corporation and Chief Executive Officer of Alabama Gas Corporation

EX-31.(B)

Exhibit 31(b)

CERTIFICATION

I, Charles W. Porter, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation and Alabama Gas Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 6, 2007	By	/s/ Charles W. Porter, Jr.
		Charles W. Porter, Jr. Vice President, Chief Financial Officer and Treasurer of Energen Corporation and Alabama Gas Corporation

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Energen Corporation and Alabama Gas Corporation (the “Registrants”) on Form 10-Q for the period ended September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies with respect to each registrant, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated as of November 6, 2007

By	/s/ James T. McManus, II
	James T. McManus, II Chief Executive Officer

By	/s/ Charles W. Porter, Jr.
	Charles W. Porter, Jr. Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Energen Corporation and Alabama Gas Corporation and will be retained by Energen Corporation and Alabama Gas Corporation and furnished to the Securities and Exchange Commission or its staff upon request.