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 23, 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:

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

o     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 Events.

     On June 23, 2006, we issued a press release announcing a private placement of approximately $225 million aggregate principal amount of Senior Floating Rate Notes due 2010. We intend to use the net proceeds of the private placement to finance the potential acquisition of additional working interests in Mississippi Canyon Blocks 108 and 109. If the proposed acquisition is not completed, we intend to use the proceeds to reduce indebtedness under our Credit Facility. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

          99.1      Press release dated June 23, 2006, “Stone Energy Corporation Announces $225 Million Private Placement of Senior Floating Rate Notes.”

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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 23, 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 23, 2006, “Stone Energy Corporation Announces $225 Million Private Placement of Senior Floating Rate Notes.”

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EX-99.1

Exhibit 99.1

STONE ENERGY CORPORATION

Announces $225 Million Private Placement of Senior Floating Rate Notes

LAFAYETTE, LA. June 23, 2006

     Stone Energy Corporation (NYSE: SGY) announced a private placement of approximately $225 million aggregate principal amount of Senior Floating Rate Notes due 2010. We intend to use the net proceeds of the private placement to finance the potential acquisition of additional working interests in Mississippi Canyon Blocks 108 and 109 in the Gulf of Mexico. If the proposed acquisition is not completed, we intend to use the proceeds from this floating rate debt to reduce indebtedness under our Credit Facility. We expect the private placement to close on or about June 28, 2006.

     The private placement will be made pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The private placement, which is subject to market and other conditions, will be made only to qualified institutional buyers. The notes have not been and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

     This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the notes nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

     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, the Williston Basin and Bohai Bay, China. 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.