8-K

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

June 15, 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:

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

þ      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 June 15, 2006, Stone Energy Corporation (“Stone”) received a definitive offer from Energy Partners, Ltd. (“EPL”) for the acquisition of Stone on terms and conditions contained in a proposed agreement and plan of merger. Stone’s Board of Directors is reviewing the offer and will make a determination whether the offer is a “Target Superior Proposal” as defined in the existing merger agreement with Plains Exploration & Production Company. EPL’s offer is subject to a determination by Stone’s Board of Directors that EPL’s offer is a “Target Superior Proposal” no later than 9:00 p.m. New York City time on Sunday, June 18, 2006. On June 16, 2006, Stone issued a press release announcing the receipt of the definitive offer, attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

          99.1 Press release dated June 16, 2006, “Stone Energy Corporation Announces Receipt of Offer from Energy Partners.”

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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: June 16, 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	Press release dated June 16, 2006, “Stone Energy Corporation Announces Receipt of Offer from Energy Partners.”

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EX-99.1

Exhibit 99.1

STONE ENERGY CORPORATION

Announces Receipt of Offer from Energy Partners

LAFAYETTE, LA. June 16, 2006

     Stone Energy Corporation (“Stone”) (NYSE: SGY) today announced that it has received a definitive offer from Energy Partners, Ltd. for the acquisition of Stone on terms and conditions contained in a proposed agreement and plan of merger. Stone’s Board of Directors is reviewing the offer and will make a determination whether the offer is a “Target Superior Proposal” as defined in the existing merger agreement with Plains Exploration & Production Company. EPL’s offer is subject to a determination by Stone’s Board of Directors that EPL’s offer is a “Target Superior Proposal” no later than 9:00 p.m. New York City time on Sunday, June 18.

     Stone Energy is an independent oil and gas company headquartered in Lafayette, Louisiana, and is engaged in the acquisition and subsequent exploitation, development, operation and production of oil and gas properties located in the conventional shelf of the Gulf of Mexico (“GOM”), the deep shelf of the GOM, the deep water of the GOM, several basins of the Rocky Mountains, and the Williston Basin. For additional information, contact Kenneth H. Beer, Chief Financial Officer at 337-237-0410-phone, 337-237-0426-fax or via e-mail at CFO@StoneEnergy.com.

     Certain statements in this press release are forward-looking and are based upon Stone’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts, that address activities that Stone plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future, including future production of oil and gas, future capital expenditures and drilling of wells and future financial or operating results are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes in commodity prices for oil and gas, operating risks and other risk factors as described in Stone’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Stone’s actual results and plans could differ materially from those expressed in the forward-looking statements.