UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

May 24, 2006
Date of report (Date of earliest event reported)

STONE ENERGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12074	72-1235413
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

625 E. Kaliste Saloom Road Lafayette, Louisiana	70508
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (337) 237-0410

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

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

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

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

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

Item 8.01. Other Items

     On May 24, 2006, Stone Energy Corporation (“Stone”) received an unsolicited proposal from Energy Partners, Ltd. (“EPL”) to acquire Stone for $52.00 per share, of which a portion would be paid in cash and the balance in shares of EPL common stock, conditioned on the satisfactory completion of due diligence, and the negotiation of a mutually acceptable definitive merger agreement. In accordance with its fiduciary duties, the Stone Board of Directors will consider such proposal. A copy of the EPL proposal is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     Also on May, 26, 2006, Stone issued a press release, attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits:

99.1	Letter Proposal from Energy Partners, Ltd. dated May 24, 2006
99.2	Press release dated May 26, 2006, “Stone Energy Corporation Announces Receipt of Unsolicited Proposal from Energy Partners, Ltd. ”

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SIGNATURE

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

	STONE ENERGY CORPORATION
Date: May 26, 2006	By:	/s/ J. Kent Pierret
		J. Kent Pierret
		Senior Vice President, Chief Accounting Officer and Treasurer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Letter Proposal from Energy Partners, Ltd. dated May 24, 2006
99.2	Press release dated May 26, 2006, “Stone Energy Corporation Announces Receipt of Unsolicited Proposal from Energy Partners, Ltd.”

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