EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
__________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) '___'
__________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
13-5160382
(I.R.S. employer identification no.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip Code)
___________________
The Bank of New York
10161 Centurion Parkway
Towermarc Plaza, 2nd Floor
Jacksonville, Florida 32256
Attn: Ms. Sandra Carreker
(904) 998-4716
(Name, address and telephone number of agent for service)
____________________
ENERGEN CORPORATION
(Exact name of obligor as specified in its charter)
Alabama 63-0757759
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
2101 Sixth Avenue North, Birmingham, Alabama 35203
(205) 326-2700
(Address and telephone number of principal executive offices)
(Zip code)
____________________
Debt Securities
(Title of the indenture securities)
1. General Information.
-------------------
Furnish the following information as to the trustee--
Name and address of each examining or supervising
authority to which it is subject.
Superintendent of Banks of the State of New York
2 Rector Street
New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York
33 Liberty Plaza
New York, N.Y. 10045
Federal Deposit Insurance Corporation
Washington, D.C. 20429
New York Clearing House Association
New York, N.Y.
Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
-------------------------
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 4.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-
29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.
(1) A copy of the Organization Certificate of the Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise corporate
trust powers. (Exhibit 1 to Amendment 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 33-29637.)
(4) A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
(6) The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration No. 33-44051.)
(7) A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of
all facts on which to base a responsive answer to Item 2, the answer to said
Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an amendment to
this Form T-1.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Jacksonville and the
State of Florida, on the 19th day of December, 1997.
THE BANK OF NEW YORK
By: /s/ Tammy Stegall
___________________________
Tammy Stegall, Agent
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the proposed issuance of Energen Corporation Debt
Securities, The Bank of New York hereby consents that reports of examinations by
Federal, State, Territorial or District Authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
THE BANK OF NEW YORK
By: /s/ Tammy Stegall
__________________________
Tammy Stegall, Agent
EXHIBIT 7 TO FORM T-1
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business June 30, 1996, published in accordance with a
call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
Dollar Amounts
in Thousands
ASSETS
- ------
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin $ 3,650,068
Interest-bearing balances 738,260
Securities:
Held-to-maturity securities 784,969
Available-for-sale securities 2,033,407
Federal funds sold and securities
purchased under agreements to resell
in domestic offices of the bank:
Federal funds sold 3,699,232
Securities purchased under
agreements to resell 20,000
Loans and lease financing receivables:
Loans and leases,
net of unearned income 27,521,958
LESS: Allowance for loan and
lease losses 586,658
LESS: Allocated transfer
risk reserve 429
Loans and leases, net of unearned
income and allowance and reserve 27,521,958
Assets held in trading accounts 678,844
Premises and fixed assets (including
capitalized leases) 608,217
Other real estate owned 50,599
Investments in unconsolidated
subsidiaries and associated
companies 235,670
Customers' liability to this bank
on acceptances outstanding 904,948
Intangible assets 450,230
Other assets 1,299,464
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Total assets $42,675,866
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LIABILITIES
- -----------
Deposits:
In domestic offices $19,223,050
Noninterest-bearing 7,675,758
Interest-bearing 11,547,292
In foreign offices, Edge and
Agreement subsidiaries, and IBFs 11,527,685
Noninterest-bearing 48,502
Interest-bearing 11,479,183
Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and
of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds purchased 1,498,351
Securities sold under agreements
to repurchase 126,974
Demand notes issued to the
U.S. Treasury 231,865
Trading liabilities 479,390
Other borrowed money:
With original maturity of one year
or less 2,521,578
With original maturity of more
than one year 20,780
Bank's liability on acceptances
executed and outstanding 905,850
Subordinated notes and debentures 1,020,400
Other liabilities 1,543,657
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Total liabilities 39,099,580
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EQUITY CAPITAL
- --------------
Common stock 942,284
Surplus 525,666
Undivided profits and capital
reserves 2,124,231
Net unrealized holding gains (losses)
on available-for-sale securities (8,063)
Cumulative foreign currency
translation adjustments (7,832)
----------
Total equity capital 3,576,286
----------
Total liabilities and equity capital $42,675,866
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I, Robert E. Keilman, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot )
Thomas A. Renyi ) Directors
Alan R. Griffith )