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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* STONE JAMES HIRAM (Last) (First) (Middle) 909 POYDRAS ST STE 2650 (Street) NEW ORLEANS LA 70112 (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) Chairman of the Board
	3. Date of Earliest Transaction (Month/Day/Year) 09/28/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/28/2006		J(1)		24,200	D	(2)	1,006,978	D
Common Stock	09/28/2006		J(1)		2,761	A	(3)	2,761	I	See Note(3)
Common Stock	09/28/2006		J(1)		81,168	D	(4)	81,168	I	See note(4)
Common Stock	09/28/2006		J(1)		2,220	A	(5)	2,220	I	See note(5)
Common Stock	09/28/2006		J(1)		1,045	D	(6)	1,045	I	See note(6)
Common Stock	09/28/2006		J(1)		2,972	A	(7)	2,972	I	See note(7)
Common Stock	09/28/2006		J(1)		908	A	(8)	25,108	I	See note(8)
Common Stock								7,620	I	Held by Children
Common Stock								192,950	I	See Note(9)
Common Stock								2,879	I	See Note(10)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$36.46							11/14/2004(11)	11/14/2013	Common Stock	3,000		3,000	D
Employee Stock Option (Right to Buy)	$32.96							12/06/2003(11)	12/06/2012	Common Stock	40,000		40,000	D
Employee Stock Option (Right to Buy)	$58.156							05/18/2001(11)	05/18/2010	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)	$49.31							06/27/2006(11)	06/27/2015	Common Stock	15,000		15,000	D

Explanation of Responses:

1. Commencing on July 17, 2006 Mr. Stone and certain members of his family entered into a series of transactions pursuant to which four new limited partnerships and Newstone Investments LLC, a limited liability company ("Newstone") of which Mr. Stone is the manager, were formed. Mr. Stone and his family members contributed shares of Common Stock of Stone Energy Corp. ("SGY") to Newstone and received percentage interests in Newstone in accordance with their relative contributions. Mr. Stone contributed a combination of cash, shares of SGY Common Stock and other assets to the limited partnerships in exchange for an approximate 99% limited partner interest in each limited partnership and Newstone contributed shares of SGY Common Stock in exchange for an approximate 1% general partner interest in each partnership.

2. Mr. Stone agreed to contribute these shares of SGY Common Stock, along with various other assets, to Speed Limited Partnership in exchange for an approximate 99% limited partner interest in Speed Limited Partnership.

3. These shares are owned of record by Stone Investments Limited Partnership. Mr. Stone owns an approximate 99% limited partner interest in Stone Investments Limited Partnership which he acquired in exchange for a 2.44% interest in Croft Deep Value, LP, an 80% interest in James H. Stone Interests II, a 1.2% interest in Longview Partners, a 99.33% interest in MIJMOT, LLC and a 3.19% interest in Pegasus Capital II, LP. The fair market value of the assets contributed by Mr. Stone was $8,779,391. Mr. Stone disclaims beneficial ownership of the SGY Common Stock held by Stone Investments Limited Partnership except to the extent of his pecuniary interest therein.

4. These shares are owned of record by James H. Stone Interest II, which Mr. Stone contributed to Stone Investments Limited Partnership as partial consideration for his acquisition of an approximate 99% limited partner interest in Stone Investments Limited Partnership. Mr. Stone disclaims beneficial ownership of the SGY Common Stock held by James H. Stone Interest II except to the extent of his pecuniary interest therein.

5. These shares are owned of record by Newstone Venture Capital Limited Partnership. Mr. Stone owns an approximate 99% limited partner interest in Newstone Venture Capital Limited Partnership which he acquired in exchange for a 0.08% interest in Centennial Partnership, a 100% interest in Stone Aircraft Corporation, a 4% interest in Stone Family Fund, LLC and a 100% interest in Stone Industries. Mr. Stone disclaims beneficial ownership of the SGY Common Stock held by Newstone Venture Capital Limited Partnership except to the extent of his pecuniary interest therein.

6. These shares represent 4% of the SGY Common Stock owned of record by Stone Family Fund LLC. Mr. Stone contributed a 4% interest in Stone Family Fund LLC to Newstone Venture Capital Limited Partnership as partial consideration for his acquisition of an approximate 99% limited partner interest in Newstone Venture Capital Limited Partnership. Mr. Stone disclaims beneficial ownership of the SGY Common Stock held by Stone Family Fund LLC except to the extent of his pecuniary interest therein.

7. These shares are owned of record by Newstone Properties Limited Partnership. Mr. Stone owns an approximate 99% limited partner interest in Newstone Properties Limited Partnership which he acquired in exchange for a 28.13% interest in Buddy's Run Associates, a 14.65% interest in Galleria Court, LLC, a 13.33% interest in Northpark Courtyard, LLC, a 34.35% interest in Ski Time Square Enterprises, a 20% interest in St. Joseph Suites, LLC, a 25% interest in TVG Asset Management Company, a 18.24% interest in Verandah Group Ltd, a 10% interest in Citrus Suites, a 14.65% interest in Galleria Inn LLC and a 20% interest in Julia Court, LLC. Mr. Stone disclaims beneficial ownership of the SGY Common Stock held by Newstone Properties Limited Partnership except to the extent of his pecuniary interest therein.

8. These shares are owned of record by Speed Limited. Mr. Stone owns an approximate 99% limited partner interest in Speed Limited Partnership which he acquired in exchange for the contribution of 24,200 SGY Common Shares, $260,120, Crescent City Stables, LLC and ownership interests in various horses. The fair market value of the assets contributed by Mr. Stone was $2,015,837. Mr. Stone disclaims beneficial ownership of the SGY Common Stock held by Speed Limited Partnership except to the extent of his pecuniary interest therein.

9. These shares are owned of record by James H. Stone Interest Partnership. Mr. Stone disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

10. These shares are owned of record by Newstone. Mr. Stone disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

11. Exercisable in annual increments of 20% beginning on the first anniversary of the date of grant.

	James H. Stone	02/26/2007
	** Signature of Reporting Person	Date
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