SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WELCH DAVID H

(Last)

(First)

(Middle)

625 E. KALISTE SALOOM ROAD

(Street)

LAFAYETTE

70508

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STONE ENERGY CORP [ SGY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/20/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value per share	01/15/2009	⁽¹⁾	A		45,000	A	$0	145,479	D
Common Stock, $.01 par value per share	01/15/2009		F		2,963	D	$10.05	142,516	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$10.05	01/15/2009		A		20,000		⁽²⁾	01/15/2019	Common Stock, $.01 par value per share	20,000	$0	20,000	D
Employee Stock Option (Right to Buy)	$48.9							⁽²⁾	04/01/2014	Common Stock, $.01 par value per share	100,000		100,000	D
Employee Stock Option (Right to Buy)	$48.29							⁽²⁾	06/16/2015	Common Stock, $.01 par value per share	30,000		30,000	D
Employee Stock Option (Right to Buy)	$47.75							⁽²⁾	02/07/2016	Common Stock, $.01 par value per share	15,000		15,000	D
Employee Stock Option (Right to Buy)	$33.19							⁽²⁾	01/09/2017	Common Stock, $.01 par value per share	15,000		15,000	D
Employee Stock Option (Right to Buy)	$44.67							⁽²⁾	01/15/2018	Common Stock, $.01 par value per share	25,000		25,000	D

Explanation of Responses:

1. Shares acquired are restricted stock. The restrictions lapse in annual increments of one-third.

2. Exercisable in annual increments of 20% beginning on the 1st anniversary of the date of grant

Remarks:

	/s/ Welch, David H	01/21/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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