UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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STONE ENERGY CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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STONE ENERGY CORPORATION

625 E. Kaliste Saloom Road

Lafayette, Louisiana 70508

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, May 18, 2005

To the Stockholders of Stone Energy Corporation:

The 2005 Annual Meeting of Stockholders (the "Annual Meeting") of Stone Energy Corporation (the "Company") will be held on Wednesday, May 18, 2005 at 10:00 a.m., local time, in the Denechaud Room of Le Pavillon Hotel, Baronne and Poydras Streets, New Orleans, Louisiana, for the following purposes:

(1)	To elect three directors to serve until the 2008 Annual Meeting of Stockholders;

(2)	To ratify the appointment of Ernst & Young LLP, the Company’s independent registered public accounting firm during 2004, as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2005;

(3)	To transact such other business as may properly come before such meeting or any adjournment(s) thereof.

The close of business on March 24, 2005, was fixed as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) thereof.

You are cordially invited to attend the Annual Meeting. Your attention is directed to the attached Proxy Statement. Whether or not you plan to attend the Annual Meeting, we ask that you vote as soon as possible. You may vote by mailing a completed proxy card, by telephone or via the Internet. For detailed information regarding voting instructions, please refer to the section entitled “Voting by Mail, via the Internet or by Telephone” on page 2 of the Proxy Statement. You may revoke your proxy at any time prior to the Annual Meeting. If you decide to attend the Annual Meeting and wish to change your proxy vote, you may do so automatically by voting in person at the Annual Meeting.

	By Order of the Board of Directors,



	Andrew L. Gates, III Senior Vice President, General Counsel and Secretary

Lafayette, Louisiana

March 31, 2005

TABLE OF CONTENTS

	Page

PURPOSE OF MEETING	2
VOTING RIGHTS AND SOLICITATION	2
Voting	2
Voting by Mail, via the Internet or by Telephone	2
Recommendations of the Board of Directors	3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	3
ELECTION OF DIRECTORS	4
Meetings and Committees of the Board of Directors	6
Consideration of Director Nominees	8
Compensation of Directors	8
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	9
EXECUTIVE COMPENSATION AND RELATED INFORMATION	9
Summary Compensation Table	9
Stock Options Granted in 2004	10
Fiscal Year-End Option Values and Stock Option Exercises	11
Equity Compensation Plan Information	11
Deferred Compensation Agreements	11
Compensation Committee Report on Executive Compensation	12
CODE OF BUSINESS CONDUCT AND ETHICS	14
TRANSACTIONS WITH MANAGEMENT AND CERTAIN DIRECTORS	14
AUDIT COMMITTEE REPORT	15
STOCKHOLDER RETURN PERFORMANCE PRESENTATION	16
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS	17
OTHER MATTERS FOR 2005 ANNUAL MEETING	18
STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING	19

STONE ENERGY CORPORATION

625 E. Kaliste Saloom Road

Lafayette, Louisiana 70508

(337) 237-0410

____________________________________________________________________________________________

PROXY STATEMENT

_______________________________________________________________________________________________

The enclosed proxy is solicited by and on behalf of the Board of Directors of the Company for use at the Annual Meeting to be held on Wednesday, May 18, 2005 at 10:00 a.m., local time, in the Denechaud Room of Le Pavillon Hotel, Baronne and Poydras Streets, New Orleans, Louisiana, or at any adjournment(s) thereof. The solicitation of proxies by the Board of Directors of the Company (the "Board of Directors" or the “Board”) will be conducted primarily by mail. In addition, officers, directors and employees of the Company may solicit proxies personally or by telephone, telegram or other forms of wire or facsimile communication. These officers, directors and employees will not receive any extra compensation for these services. The Company will reimburse brokers, custodians, nominees and fiduciaries for reasonable expenses incurred by them in forwarding proxy material to beneficial owners of common stock of the Company ("Common Stock"). The costs of the solicitation will be borne by the Company. This proxy statement and the form of proxy were first mailed to stockholders of the Company on or about April 12, 2005.

PURPOSE OF MEETING

The specific proposals to be considered and acted upon at the Annual Meeting are summarized in the accompanying Notice of Annual Meeting of Stockholders. Each proposal is described in more detail in this proxy statement.

VOTING RIGHTS AND SOLICITATION

Voting

At the close of business on March 24, 2005, the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting, there were 26,868,153 shares of Common Stock outstanding, each share of which is entitled to one vote. Common Stock is the only class of outstanding securities of the Company entitled to receive notice of and to vote at the Annual Meeting.

The enclosed proxy, even though executed and returned, may be revoked at any time prior to the voting of the proxy (a) by execution and submission of a revised proxy, (b) by written notice to the Secretary of the Company at 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508 or (c) by voting in person at the Annual Meeting. In the absence of such revocation, shares represented by the proxies will be voted at the Annual Meeting.

The Company's annual report to stockholders for the year ended December 31, 2004, including its Form 10-K as filed with the Securities and Exchange Commission, is being mailed herewith to all stockholders entitled to vote at the Annual Meeting. The annual report does not constitute a part of the proxy soliciting material.

Voting by Mail, via the Internet or by Telephone

Stockholders whose shares are registered in their own name may vote by mailing a completed proxy card, via the Internet or by telephone. Instructions for voting via the Internet or by telephone are set forth on the enclosed proxy card. To vote by mailing a proxy card, sign and return the enclosed proxy card in the enclosed prepaid and addressed envelope and your shares will be voted at the Annual Meeting in the manner you direct. In the event no directions are specified, such proxies will be voted FOR each of the nominees of the Board of Directors, FOR the ratification of the appointment of Ernst and Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005 and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting.

If your shares are registered in the name of a bank or brokerage firm and you have not elected to receive your Proxy Statement over the Internet, you may nevertheless be eligible to vote your shares over the Internet or by telephone rather than by mailing a completed voting instruction card provided by the bank or brokerage firm. Please check the voting instructions card provided by your bank or brokerage firm for availability and instructions. If Internet or telephone voting is unavailable from your bank or brokerage firm, please complete and return the enclosed voting instruction card in the prepaid and addressed envelope provided.

Recommendations of the Board of Directors

The Board of Directors recommends that you vote FOR each of the nominees of the Board of Directors, FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005, and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of Common Stock as of March 24, 2005 (unless otherwise indicated) of (i) each person known by the Company to own beneficially more than five percent of its outstanding Common Stock, (ii) the Company's Chief Executive Officer during 2004 and each of the Company's other four most highly compensated executive officers who were serving as executive officers at the end of 2004, (iii) each of the Company's directors and nominees and (iv) all executive officers and directors of the Company as a group. Unless otherwise indicated, each of the persons below has sole voting and investment power with respect to the shares beneficially owned by such person.

	Beneficial Ownership (1)
Name of Beneficial Owner	Shares	Percent of Outstanding Common Stock
Barclays Global Investors, N.A. (2)	2,881,592	10.7%
Artisan Partners Limited Partnership (3)	1,866,564	6.9%
Merrill Lynch Investment Managers, Inc (4)	1,581,849	5.9%
Perkins, Wolf, McDonnell & Co. (5)	1,507,106	5.6%
James H. Stone (6)	1,376,572	5.1%
David H. Welch	25,522	*
James H. Prince	334,315	1.2%
Andrew L. Gates, III	66,100	*
Craig L. Glassinger	64,700	*
Peter K. Barker	17,000	*
Robert A. Bernhard (7)	176,392	*
D. Peter Canty (8)	253,828	*
George R. Christmas	5,867	*
B. J. Duplantis	30,412	*
Raymond B. Gary (9)	82,609	*
John P. Laborde	41,337	*
Richard A. Pattarozzi	20,000	*
David R. Voelker (10)	238,432	*
Executive Officers and Directors as a group (consisting of 18 persons)	2,936,546	10.9%

__________

* Less than 1%.

(1)	Under the regulations of the Securities and Exchange Commission, shares are deemed to be "beneficially owned" by a person if he directly or indirectly has or shares the power to vote or dispose of, or to direct the voting or disposition of, such shares, whether or not he has any pecuniary interest in such shares, or if he has the right to acquire the power to vote or dispose of such shares within 60 days, including any right to acquire such power through the exercise of any option, warrant or right. The shares beneficially owned by (i) Mr. Stone include 66,600 shares, (ii) Mr. Welch include 25,522 shares, (iii) Mr. Prince include 72,600 shares, (iv) Mr. Gates include 66,000 shares, (v) Mr. Glassinger include 64,600 shares, (vi) Mr. Canty include 1,667 shares (vii) Messrs. Gary, Laborde, Voelker, Duplantis and Pattarozzi each include 20,000 shares, (viii) Mr. Barker include 16,000 shares, (ix) Mr. Bernhard include 15,000 shares, (x) Mr. Christmas include 5,034 shares and (xi) the executive officers and directors as a group include 635,983 shares, that may be acquired by such persons within 60 days through the exercise of stock options or vesting of restricted stock. Unless otherwise noted, the address for each beneficial owner is c/o Stone Energy Corporation, 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508.

(2)	Barclays Global Investors, N.A.’s address is 45 Fremont Street, San Francisco, California 94105. The number of shares held is based on information obtained from third parties.

(3)	Artisan Partners Limited Partnership’s address is 875 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202. The number of shares held is based on information obtained from third parties.

(4)	Merrill Lynch Investment Managers, Inc.’s address is World Financial Center, North Tower, 250 Vesey Street, New York, New York 10381. The number of shares held is based on information obtained from third parties.

(5)	Perkins, Wolf, McDonnell & Co.’s address is 310 S. Michigan Avenue, Suite 2600, Chicago, Illinois 60604. The number of shares held is based on information obtained from third parties.

(6)	Mr. Stone’s address is 909 Poydras, Suite 2650, New Orleans, Louisiana 70112. Includes shares owned by two partnerships known as James H. Stone Interests and James H. Stone Interests II, of which Mr. Stone disclaims any pecuniary interest with respect to 59,226 and 16,234 shares, respectively. Also includes 7,630 shares held by Thomas Stone as custodian for the benefit of Mr. Stone’s two minor children, to which Mr. Stone disclaims any pecuniary interest. Also includes 1,045 shares owned by a limited liability company in which Mr. Stone has a 4% interest.

(7)	Includes 30,000 shares held by the Bernhard Trust "B" of which Mr. Bernhard is the trustee and a potential beneficiary, and 12,000 shares held by Mr. Bernhard's wife.

(8)	Includes 200 shares owned by Mr. Canty's wife.

(9)	Includes 20,000 shares owned by Mr. Gary's wife.

(10)	Includes 72,440 shares owned by two trusts for the benefit of Mr. Stone's children, of which Mr. Voelker is a trustee, 120,970 shares owned by Frantzen/Voelker Investments, L.L.C., in which Mr. Voelker owns a 20% interest. Mr. Voelker disclaims any pecuniary interest with respect to the shares owned by the trusts for the benefit of Mr. Stone's children.

ELECTION OF DIRECTORS

Currently, 11 directors serve on the Company’s Board of Directors. Three directors are to be elected at the Annual Meeting. The Company's Bylaws provide for a classified Board of Directors. Thus, the Board of Directors is divided into Classes I, II and III, the terms of office of which are currently scheduled to expire on the dates of the Company's Annual Meetings of Stockholders in 2006, 2007 and 2005, respectively. Robert A. Bernhard, James H. Stone and David H. Welch have been nominated to serve in Class III and, if elected, will serve until the Company's 2008 Annual Meeting of Stockholders and until their respective successors have been elected and qualified. Each of the three nominees for director currently serves as a director of the Company. The remaining eight directors named below will not be required to stand for election at the Annual Meeting because their present terms expire in either 2006 or 2007. In addition, the Board of Directors amended the Bylaws of the Company to allow for a maximum of 13 directors. A plurality of the votes cast in person or by proxy by the holders of Common Stock is required to elect a director. Accordingly, abstentions and "broker non-votes" will have no effect on the outcome of the election of directors assuming a quorum is present or represented by proxy at the Annual Meeting. A broker non-vote occurs if a broker or other nominee does not have discretionary authority and has not received instructions with respect to a particular item. Stockholders may not cumulate their votes in the election of directors.

Unless otherwise instructed or unless authority to vote is withheld, the enclosed proxy will be voted for the election of the Class III nominees listed below. Although the Board of Directors does not contemplate that any of the nominees will be unable to serve, if such a situation arises prior to the Annual Meeting, the persons named in the enclosed proxy will vote for the election of such other person(s) as may be nominated by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE THREE NOMINATED DIRECTORS.

The following table sets forth information regarding the names, ages as of April 1, 2005 and principal occupations of the nominees and directors, other directorships in certain companies held by them and the length of continuous service as a director of the Company.

	Principal Occupation and Directorships	Director Since	Age
Class I Directors D. Peter Canty	Former President and Chief Executive Officer of the Company	1993	58

Raymond B. Gary	Advisory Director, Morgan Stanley &	1993	76
	Co. Inc., an investment banking firm

David R. Voelker	Owner, Frantzen-Voelker Investments, a personal holding investment company	1993	51

Peter K. Barker	Retired Partner, Goldman Sachs & Co., an investment banking firm, Director, Ameron International and Avery Dennison Corporation	2000	56

Class II Directors George R. Christmas	Retired Lieutenant General, U.S. Marine Corps, President, Marine Corps Heritage Foundation, a private, non-profit organization.	2003	65

B. J. Duplantis	Senior Partner of the law firm of	1993	65
	Gordon, Arata, McCollam, Duplantis & Eagan

John P. Laborde	Retired Chairman Emeritus, Tidewater Inc., Director, Stewart Enterprises, Inc. and VT Halter Marine, Inc., Chairman, Laborde Marine Lifts, Inc. and Laborde Products, Inc.	1993	81

Richard A. Pattarozzi	Former Vice President of Shell Oil Company, an oil and gas company, Director, Tidewater Inc., Transocean Inc., Global Industries, Ltd., Superior Energy Services Inc. and FMC Technologies Inc.	2000	61

Class III Nominees Robert A. Bernhard	Partner, MB Investment Partners, an investment advisory firm, and a member of McFarland, Dewey and Co. LLC, an investment banking firm	1993	76

James H. Stone	Chairman of the Board of the Company;	1993	79
	Director, Newpark Resources, Inc.

David H. Welch	President and Chief Executive Officer	2004	56
	of the Company; Director, IberiaBank Corporation.

Each of the nominees and directors has been engaged in the principal occupation set forth opposite his name for at least the past five years except as described below.

David H. Welch was appointed President, Chief Executive Officer and a director of the Company effective April 1, 2004 upon the resignation of D. Peter Canty. Mr. Welch most recently served as Senior Vice President of BP America, Inc. since 2003, and Vice President of BP, Inc. since 1999.

Lieutenant General George R. Christmas was appointed to the board of directors of the Company on March 20, 2003. General Christmas retired from active duty in the U.S Marine Corps in September 1996.

Meetings and Committees of the Board of Directors

The Board of Directors held nine meetings and took action by written consent on two occasions during 2004. The Company’s policy is that each director should attend the Annual Meeting of Stockholders. Each director attended the 2004 Annual Meeting. None of the incumbent directors attended fewer than 75% of the total meetings of the Board of Directors and the Board committees of which he was a member during 2004. Messrs. Bernhard, Laborde and Voelker each missed one of the five special meetings of the Board, and Mr. Barker missed two of these meetings.

The Board of Directors has affirmatively determined that the following seven directors have no material relationships with the Company and are independent as defined by the current listing standards of the New York Stock Exchange: Messrs. Barker, Bernhard, Christmas, Duplantis, Gary, Pattarozzi and Voelker.

The Board of Directors established an Anonymous Reporting Policy and Program to handle anonymously any employee complaint or alleged wrongdoing and to prohibit retaliation against any employee who makes a complaint or reports alleged wrongdoing. Any such complaint or report must be furnished to Peter Barker, Chairman of the Audit Committee.

The Company has the following standing committees:

Audit Committee. The Audit Committee, which currently consists of Messrs. Barker, Bernhard, Gary and Voelker, met nine times during 2004. The principal functions of the Audit Committee are to annually review and reassess the adequacy of its charter, to review the engagement of an independent registered public accounting firm including the firm’s qualifications and independence, to review with management and the independent registered public accounting firm the Company’s annual and quarterly financial statements, to review with management the Company’s major financial risk exposures, to review changes to the Company’s significant auditing and accounting principles and practices, to consult with our independent registered public accounting firm regarding the firm’s internal quality-control procedures and the procedures for the Company’s financial reporting processes, to review the significant reports prepared by the internal auditor and to assist the Board of Directors in monitoring compliance with legal and regulatory requirements. The Audit Committee has a charter, a current copy of which is available on the Company’s Web site (www.StoneEnergy.com).

The Board of Directors has determined that each of the members of the Audit Committee is independent as defined by the current listing standards of the New York Stock Exchange.

The Board of Directors has further determined that each of the members of the Audit Committee is financially literate and is an audit committee financial expert by virtue of having the following attributes through relevant education and/or experience:

(1)	An understanding of generally accepted accounting principles and financial statements;
(2)	The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
(3)	Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities;
(4)	An understanding of internal controls and procedures for financial reporting; and
(5)	An understanding of audit committee functions.

Nominating and Governance Committee. The Nominating and Governance Committee, which currently consists of Messrs. Barker, Bernhard, Christmas, Duplantis, Gary, Pattarozzi and Voelker, who are all independent as stated above, met in executive session four times during 2004. Its principal functions are: to assist the Company's Directors in selecting individuals to be nominated for election to serve as directors and to serve on various committees, to annually review and reassess the adequacy of its charter, to lead the Board of Directors in its annual review of the Board’s performance and to review and assess the adequacy of the Company’s Corporate Governance Guidelines. The Nominating and Governance Committee will consider nominees recommended by security holders in accordance with the procedures described below in “Consideration of Director Nominees.” The Nominating and Governance Committee has a charter, a current copy of which is available on the Company’s Web site.

Compensation Committee. The Compensation Committee, which currently consists of Messrs. Christmas, Gary, Pattarozzi, and Voelker, met five times during 2004. Its principal function is to review and approve the compensation of the officers and other employees of the Company. In addition, the Compensation Committee administers the Company's stock incentive and incentive compensation plans and has the authority to make grants pursuant to these plans. Members of the Compensation Committee are not eligible to participate in any of the plans that they administer except as to options and/or restricted stock granted automatically to Nonemployee Directors under the 2004 Amended and Restated Stock Incentive Plan. There were no compensation committee interlocks between the Company and any other entity during 2004.

Executive Committee. The Executive Committee, which currently consists of Messrs. Canty, Duplantis, Stone and Welch, did not meet during 2004. Its principal function is to aid and assist the Company's management in the day-to-day operation of the Company.

Investment Committee. The Investment Committee, which currently consists of Messrs. Barker, Bernhard, Stone and Welch, did not meet during 2004. Its principal functions are to determine the investment objectives for the Company's cash assets and select and supervise one or more investment managers, as necessary.

Non-Management Committee. The Non-Management Committee, which currently consists of Messrs. Barker, Bernhard, Canty, Christmas, Duplantis, Gary, Laborde, Pattarozzi and Voelker, met in executive session five times during 2004 to discuss a broad range of issues. The Non-Management Committee consists of all non-management directors and meets at regularly scheduled executive sessions without management to review and assess management’s performance and to assist in planning for the succession of executive officers. Mr. Duplantis was chosen as the presiding director at the non-management committee meetings pursuant to the Company’s Corporate Governance Guidelines.

Pricing Committee. The Pricing Committee, which currently consists of Messrs. Bernhard, Gary, Stone and Welch, met once during 2004. Its principal function is to determine the price at which the Company’s securities are initially sold.

Strategy Committee. The Strategy Committee, which consisted of Messrs. Canty, Barker, Duplantis and Pattarozzi, met three times during 2004. Its principal function was to assist the Company’s management in reviewing and pursuing strategic alternatives. The Board of Directors dissolved the Strategy Committee on November 18, 2004.

Consideration of Director Nominees

Stockholder Nominees. The Nominating and Corporate Governance Committee will consider all properly submitted stockholder recommendations of candidates for election to the Board of Directors. The Company’s Bylaws permit stockholders to nominate candidates for election to the Board of Directors provided that such nominees are recommended in writing pursuant to Section 13 in Article III of the Company’s Bylaws not less than 120 days prior to the anniversary date of the immediately preceding annual meeting of the Company’s stockholders. In evaluating the recommendations of stockholders for director nominees, as with all other possible director nominees, the Nominating and Corporate Governance Committee will address the membership criteria set forth under “—Director Qualifications.”

Any stockholder recommendations for director nominees should include the candidate name and qualifications as well as the stockholder’s name and should be sent in writing to:

Stone Energy Corporation

Attention: Secretary

625 E. Kaliste Saloom Road

Lafayette, Louisiana 70508

(337) 237-0426 fax

Identifying and Evaluating Nominees for Directors. The Nominating and Governance Committee is responsible for leading the search for individuals qualified to serve as directors. The Nominating and Governance Committee evaluates candidates for nomination to the Board, including those recommended by stockholders, and conducts appropriate inquiries into the backgrounds and qualifications of possible candidates. The Nominating and Governance Committee may retain outside consultants to assist in identifying director candidates in its sole discretion, but did not engage any outside consultants in connection with selecting the nominees for election at the 2004 annual meeting. The Nominating and Governance Committee is responsible for recommending to the Board nominees as directors to be presented for election at meetings of the stockholders or of the Board. Stockholders may recommend possible director nominees for consideration by the Nominating and Governance Committee as indicated above.

The Company’s Corporate Governance Guidelines include the qualifications and skills for directors and are available on the Company’s Web site.

Director Qualifications. The Company’s Corporate Governance Guidelines contain criteria that apply to nominees as directors recommended by the Nominating and Governance Committee. All candidates must possess the requisite skills and characteristics the Board deems necessary. In addition to an assessment of a director’s qualification as independent, the Nominating and Governance Committee considers diversity, age, skills, and experience in the context of the needs of the Board as to the long-term corporate needs for new and supplemental board expertise. In addition, the Board of Directors looks for recognized achievement and reputation, an ability to contribute to specific aspects of the Company’s activities and the willingness to commit the time and effort required, including attendance at Board meetings and committee meetings of which he or she is a member.

The Company’s Corporate Governance Guidelines require that a majority of the directors meet the criteria for independence required by the New York Stock Exchange, and the Nominating and Governance Committee considers the independence standards as part of its process in evaluating director nominees. In accordance with these standards, a director must be determined to have no material relationship with the Company other than as a director to be considered independent.

Compensation of Directors

Pursuant to the Company's 2004 Amended and Restated Stock Incentive Plan (the "2004 Plan"), directors of the Company who are not officers or employees of the Company or any of its subsidiaries ("Nonemployee Directors") receive, upon the date of their initial appointment to the Board of Directors of the Company, a nonqualified stock option to purchase 5,000 shares of Common Stock or 1,600 shares of restricted stock. Further, as of the date of each annual meeting of the stockholders of the Company, each Nonemployee Director, who has already received his initial option grant as described in the preceding sentence, will receive a nonqualified stock option to purchase 5,000 shares of Common Stock or 1,600 shares of restricted stock. Each option will have an exercise price equal to the fair market value of the Common Stock on the date of grant. The exercise price may be paid in cash, qualified, mature shares of common stock (valued at fair market value at the date of exercise) or by a combination of such means of payment. Generally, the fair market value of a share of Common Stock on a particular date is equal to the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on such date. Effective as of the date of the Company's 2004 Annual Meeting of Stockholders, each of Messrs. Barker, Bernhard, Canty, Christmas, Duplantis, Gary, Laborde, Pattarozzi, and Voelker was granted an option to purchase 5,000 shares of Common Stock at an exercise price of $44.39 per share pursuant to the 2004 Plan.

Except upon the occurrence of a “Change of Control” (as defined in the 2004 Plan), all options granted to Nonemployee Directors under the 2004 Plan have a maximum term of ten years and will vest in three equal annual installments beginning on the first anniversary of the date of grant. Upon the occurrence of a Change of Control, each option will be exercisable in full.

Each Nonemployee Director is paid $7,500 each quarter, plus $1,500 for attending each board meeting and $1,500 for attending each committee meeting. Each committee chairman is paid an additional $3,000, except the Audit Committee chairman receives $5,000. Each Nonemployee Director is also reimbursed for expenses incurred in attending meetings of the Board of Directors and committees thereof.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act and related regulations require the Company’s officers and directors and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). Officers, directors and greater than 10% beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on its review of copies of such forms received by it, the Company believes that, during the period from January 1, 2004 to March 24, 2005, its officers, directors, and greater than 10% beneficial owners complied with all applicable filing requirements, except that Mr. Laborde was late filing one Form 4 with respect to one transaction.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Summary Compensation Table

The following table sets forth annual and long-term compensation for services in all capacities to the Company and its subsidiaries for the fiscal years ended December 31, 2004, 2003 and 2002 of those persons who were, at December 31, 2004, the Chief Executive Officer and the other four most highly compensated executive officers of the Company (collectively, the "named executive officers").

							Long-Term Compensation
							Restricted Stock Awards (3)	Number of Securities Underlying Options
				Annual Compensation					All Other Compensation (4)
	Name and Principal Position		Year	Salary	Bonus (2)	Other			All Other Compensation (4)
	David H. Welch (1)		2004	$316,667	$200,000	$ -	$1,241,898	100,000	$7,021
	President and Chief Executive		2003	-	-	-	-	-	-
	Officer		2002	-	-	-	-	-	-

	James H. Stone		2004	$275,000	$110,000	$ -	$ -	-	$10,216(5)
	Chairman of the Board of		2003	275,000	173,250	-	-	3,000	9,216(5)
	Directors		2002	275,000	-	-	-	40,000	9,216(5)

	James H. Prince		2004	$200,000	$100,000	$ -	$ -	-	$8,542(6)
	Executive Vice President and		2003	185,083	116,603	-	-	3,000	7,974(6)
	Chief Financial Officer		2002	155,250	-	-	-	35,000	7,414(6)

	Andrew L. Gates, III		2004	$195,417	$78,167	$ -	$ -	-	$10,781(7)
	Senior Vice President, General		2003	172,500	108,675	-	-	4,000	10,282(7)
	Counsel and Secretary		2002	172,500	34,500	-	-	18,000	9,782(7)

	Craig L. Glassinger		2004	$191,667	$108,333	$ -	$ -	-	$11,282(8)
	Executive Vice President –		2003	168,417	106,103	-	-	3,000	10,782(8)
	Business Development		2002	152,375	30,475	-	-	35,000	9,922(8)

(1)		Mr. Welch was appointed President and Chief Executive Officer effective April 1, 2004.

(2)		The amounts reflected in the table represent bonuses paid in March 2005, 2004 and 2003, respectively, which related to performance in 2004, 2003 and 2002, respectively. Mr. Welch’s performance bonus was based on his annual base salary of $400,000.


(3)	Restricted stock awards were made pursuant to our 2004 Amended and Restated Stock Incentive Plan. The dollar value of the awards was determined by multiplying the average of the high and low trading price of our common stock on the NYSE on the date of grant by the number of restricted shares granted to the respective officer. At December 31, 2004, Mr. Welch held 27,610 restricted shares with a value of $1,244,935 based on the closing price of our common stock on the NYSE on December 31, 2004 of $45.09.

(4)	Except as indicated in the following notes, amounts in all other compensation reflect amounts contributed or accrued by the Company on behalf of the named executive officers under the Company's 401(k) profit sharing plan and the economic benefit attributable to group life insurance coverage.

(5)	Other compensation during 2004, 2003 and 2002 includes $3,716 representing the economic benefit of a group term life insurance policy as to which the Company is not the beneficiary.

(6)	A predecessor of The Stone Petroleum Corporation (“TSPC”) entered into deferred compensation agreements with several of its employees, including Mr. Prince, prior to 1982. TSPC has purchased split-dollar life insurance policies to fund these agreements. A substantial portion of the face value of each of the policies is payable to the beneficiaries of the employees. See "— Deferred Compensation Agreements." Of the amounts reflected in the table for each of 2004, 2003 and 2002, $846, 778 and 718, respectively, are attributable to the economic benefit pursuant to the policy relating to Mr. Prince.

(7)	Includes $3,500 of premiums paid by the Company for a life insurance policy as to which the Company is not a beneficiary.

(8)	Includes $4,000 of premiums paid by the Company for a life insurance policy as to which the Company is not a beneficiary.

Stock Options and Restricted Stock Granted in 2004

During 2004, Mr. Welch, chief executive officer, was granted 27,610 shares of restricted stock pursuant to the Company’s 2004 Amended and Restated Stock Incentive Plan. The following table illustrates stock options granted to the named executive officers during 2004:

Name	Number of Securities Underlying Options Granted (1)	Percent of Total Options Granted to Employees in 2004	Exercise Price ($/Share)	Expiration Date	Fair Value at Date of Grant (2)
David H. Welch	100,000	35%	$48.90	4/1/14	$2,238,000
James H. Stone	-	-	-	-	-
James H. Prince	-	-	-	-	-
Andrew L. Gates, III	-	-	-	-	-
Craig L. Glassinger	-	-	-	-	-

(1) Options vest 20% each year over a five-year period.
(2) The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: (a) dividend yield of 0%, (b) expected volatility of 40.9%, (c) risk-free interest rate of 4.1% and (d) expected life of six years.

Fiscal Year-End Option Values and Stock Option Exercises

The following tables contain information concerning the number and value of exercisable and unexercisable options at December 31, 2004, as well as stock options exercised by the named executive officers during 2004.

	Shares Acquired on	Value Realized	Number of Securities Underlying Unexercised Options at December 31, 2004		Value of Unexercised In-The-Money Options at December 31, 2004 ⁽²⁾
Name	Exercise (#)	($) ⁽¹⁾	Exercisable	Unexercisable		Exercisable	Unexercisable
David H. Welch	-	$ -	-	100,000		$ -	$ -
James H. Stone	14,000	384,895	56,600	36,400		199,258	311,832
James H. Prince	-	-	68,600	29,400		1,084,876	288,052
Andrew L. Gates, III	-	-	76,000	21,000		1,390,018	171,230
Craig L. Glassinger	-	-	75,600	29,400		1,298,631	288,025

(1)	Market value on the date of exercise of share covered by options exercised, less option exercise price.
(2)	The value of each unexercised in-the-money stock option is equal to the difference between the closing price of the Company’s Common Stock on the New York Stock Exchange on December 31, 2004 of $45.09 and the per share exercise price of the stock option.

Equity Compensation Plan Information as of December 31, 2004

Plan category	Number of securities to be issued upon exercise of options (a)	Weighted-average exercise price of outstanding options (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (1)	2,541,135	$39.47	766,607
Equity compensation plans not approved by security holders	-	-	-
Total	2,541,135	$39.47	766,607

(1)	Outstanding options include options to purchase 9,935 shares assumed by Stone as a result of the merger with Basin Exploration during 2001.

Deferred Compensation Agreements

Prior to 1982, a predecessor of the Company entered into deferred compensation and disability agreements (the "Deferred Compensation Agreements") with several of its employees, including D. Peter Canty and James H. Prince. Benefits under the Deferred Compensation Agreements have become fully vested. Benefits are payable in a fixed monthly amount at age 65 (or actual retirement, if later) for a continuous period of 180 months. The Deferred Compensation Agreements also provide for monthly payments upon total disability, and certain benefits upon partial disability, until the employee reaches age 65. Messrs. Canty and Prince are entitled to receive annual benefits at age 65 (or actual retirement, if later) of $28,500 and $23,880, respectively, under their Deferred Compensation Agreement.

The Company has purchased split-dollar life insurance policies to fund its obligations under the Deferred Compensation Agreements. These policies are designed to have a cash surrender value, when the employee reaches age 65, which is sufficient to fund the Company's obligations. The Company owns the rights to the cash surrender value of the policies. A substantial portion of each of the policies is payable to the beneficiaries of each employee with the remainder payable to the Company. Premiums paid by the Company pursuant to the policy relating to Mr. Prince are included under "All Other Compensation" in the Summary Compensation Table.

Compensation Committee Report on Executive Compensation

The Compensation Committee's principal duty is to review and approve the compensation of the officers and other employees of the Company. In addition, the Compensation Committee administers the Company's Stock Option and Incentive Compensation Plans and has the authority to make grants pursuant to these plans. Members of the Compensation Committee are not eligible to participate in any of the plans they administer other than as recipients of annual automatic grants pursuant to the Plan.

Executive Compensation. The Committee believes that the compensation of executive officers should not only be adequate to attract, motivate and retain competent executive personnel, but that it should also serve to align the interests of the executive officers with those of the stockholders. To achieve these ends, in addition to a competitive yet modest base salary, the Company has adopted incentive compensation plans that are dependent upon the Company's performance. The Compensation Committee does not currently intend to award levels of compensation that would result in a limitation on the deductibility of a portion of such compensation for federal income tax purposes pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"); however, the Compensation Committee may authorize compensation that results in such limitations in the future if it determines that such compensation is in the best interest of the Company.

Base Salary. While the Committee believes it is crucial to provide salaries within a competitive market range in order to attract and retain personnel who are highly talented, the Committee has established a philosophy of generally providing more conservative base salaries and more aggressive incentive compensation opportunities than the market in order to strongly emphasize pay-for-performance. The specific competitive markets considered depend on the nature and level of the positions in question and the labor markets from which qualified individuals would be recruited. The Committee intends to review the executive group's salaries on a biannual basis and adjust them if they deviate substantially from the average for other companies, including the Peer Group, and salary levels implied by other market data. The Peer Group consists of the companies named below under the heading "Stockholder Return Performance Presentation."

Incentive Compensation. In February 2005, the Board of Directors approved and adopted the Revised (2005) Annual Incentive Compensation Plan, which amended the existing plan to provide for a maximum incentive pool equal to twice the aggregate base salaries of all eligible employees for the relevant plan year. Under the Plan, bonuses are primarily tied to several performance criteria determined by the Compensation Committee on an annual basis. The Committee established the 2005 performance goals for the Plan, and the performance factors include increasing the Company’s stock price, increasing the Company’s stock price relative to the peer group’s stock prices, increasing cash flow per share, increasing net asset value per share, growing production, growing reserves, and decreasing full cycle costs. A portion of the bonus pool remains discretionary with the Committee, and a new super stretch goal was created for 2005, which, if achieved in its entirety, could result in the award of a double bonus. The revised Plan was filed as an exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 2004. To the extent that performance criteria are met, an incentive pool is generated from which annual bonuses are awarded. The amount of the incentive pool, however, may not exceed twice the aggregate base salaries of all eligible employees for the relevant plan year.

The Committee is responsible for determining the participants, performance criteria to be used, award levels and allocation of generated incentives. Any allocated incentives are awarded to individuals, including executive officers, based upon a combination of group and individual performance factors. It is the overall objective of the Company that the Plan not reward employees until the Company's stockholders have been appropriately rewarded for investing in the Company. The Committee is not required to grant awards for all amounts available under the Plan. For the 2004 performance year, a total of $5.9 million was paid. Awards granted to the named executive officers for the 2004 performance year are presented under "Bonus" in the Summary Compensation Table.

Stock Incentive Plan. Stock option and restricted stock grants are designed to align the long-term interests of the Company's employees with those of its stockholders by directly linking compensation to stockholder return, as well as by enabling employees to develop and maintain a significant, long-term equity ownership position in the Company. The Company's 2004 Amended and Restated Stock Incentive Plan currently authorizes the Compensation Committee to award stock incentives to purchase up to 4,225,000 shares of Common Stock. The Committee grants non-statutory options at an exercise price equal to the fair market value of the Company's Common Stock on the date of grant. Options granted to employees generally have ten-year terms, with exercise restrictions that lapse over a five-year period. Options granted to non-employee directors have had five-year terms, with exercise restrictions that lapse over a three-year period. The Plan requires stockholder approval to amend any outstanding option contract to lower the option price. Restricted stock grants to fully vest in two years or more at the discretion of the Compensation Committee.

401(k) Plan. Under the Company's 401(k) profit sharing plan, eligible employees are permitted to defer receipt of up to 15% of their compensation up to a maximum amount, plus up to an additional $2,000 catch-up adjustment for employees over the age of 55 (subject to certain limitations imposed under the Code). The plan provides that a discretionary match of employee deferrals, before catch-up adjustments, may be made by the Company, at its discretion, in cash or shares of Common Stock. During 2004, the Company’s discretionary match of employee deferrals totaled approximately $0.9 million. The amounts held under the plan are to be invested among various investment funds maintained under the plan in accordance with the directions of each participant.

Salary deferral contributions are 100% vested. Matching contributions are vested over a period of five years at the rate of 20% per year. If a participant terminates employment with the Company after attaining age 65 or by reason of death or disability, however, the participant will be fully vested in his or her share of Company matching contributions. Participants or their beneficiaries are entitled to payment of vested benefits upon termination of employment. In addition, hardship distributions to participants from the plan are available under certain conditions. The amount of benefits ultimately payable to a participant under the plan depends on the level of the participant's elective deferrals under the plan, the amount of Company matching contributions made to the plan and the performance of the investment funds maintained under the plan in which contributions are invested.

Deferred Compensation Plan. The Stone Energy Corporation Deferred Compensation Plan provides eligible executives with the option to defer up to 100% of their compensation for a calendar year, and we may, at our discretion, match a portion or all of the participant’s deferral based upon a percentage determined by the board of directors. The amounts held under the plan are invested in various investment funds maintained by a third party in accordance with the direction of each participant. During the year ended December 31, 2004, there were no matching contributions made by Stone.

Chief Executive Officer Compensation. As described above, the Company's executive compensation philosophy, including the compensation of David H. Welch, the Company's Chief Executive Officer, during 2004 was a competitive, but conservative, base salary and incentive compensation based upon the Company's performance.

Base Salary. Mr. Welch’s annual base salary for 2004 was $400,000. In addition, the Company paid Mr. Welch a starting bonus of $200,000 in January 2005.

Incentive Compensation. Mr. Welch was awarded a $200,000 bonus for the 2004 performance year. This award was based upon the criteria set forth above under “Incentive Compensation.”

Stock Option Plan. On April 1, 2004, Mr. Welch was granted 100,000 options to purchase shares of Common Stock pursuant to the 2003 Amended and Restated Stock Option Plan. In addition, Mr. Welch was granted 27,610 shares of restricted stock pursuant to the 2004 Amended and Restated Stock Incentive Plan in connection with his employment with the Company.

	Compensation Committee
March 31, 2005
	Richard A. Pattarozzi - Chairman
	George R. Christmas
	Raymond B. Gary
	David R. Voelker

The foregoing report shall not be deemed incorporated by reference by any general statement or reference to this proxy statement into any filing under the Securities Act or under the Securities Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under those Acts.

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has a Code of Business Conduct and Ethics that applies to all of its employees including the Chief Executive Officer, Chief Financial Officer, and the Chief Accounting Officer. A copy of the Company’s Code of Business Conduct and Ethics is available on the Company’s Web site at www.stoneenergy.com.

TRANSACTIONS WITH MANAGEMENT AND CERTAIN DIRECTORS

Set forth below is a description of certain transactions entered into between the Company and certain of its officers, directors and stockholders. The information below is also disclosed in the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K.

James H. Stone, the Chairman of the Board of Directors, owns up to 7.5% of the working interests in the Weeks Island Field. This interest was acquired prior to our initial public offering in 1993. In his capacity as working interest owner, he is required to pay a proportional share of all costs and is entitled to receive his proportional share of revenue.

D. Peter Canty, a director and the Company’s former Chief Executive Officer, and James H. Prince, the Company’s Chief Financial Officer, were granted net profits interests in certain of the oil and gas properties that the Company acquired prior to the Company’s initial public offering in 1993. In addition, Michael E. Madden, the Company’s Vice President of Exploration and Production Technology, was granted an overriding royalty interest in some of the Company’s properties by an independent third party. At the time that he was granted this interest, he was serving the Company as an independent engineering consultant. The recipients of net profits and overriding royalty interests are not required to pay capital costs incurred on the properties burdened by such interests. As a result of these transactions, a conflict of interest may exist between the Company and such officers and directors with respect to the drilling of additional wells or other development operations.

Upon his retirement, the Company agreed to a consulting arrangement with Mr. Canty whereby he was paid $235,000 for consulting services for the period April 1, 2004 through December 31, 2004. There is no agreement for consulting services with Mr. Canty for the year ended December 31, 2005.

The son of John P. Laborde, one of our directors, has an interest in several marine service companies that provided services to the Company during 2004. Mr. Laborde has no interest in these companies. The value of these services was approximately $1.5 million.

AUDIT COMMITTEE REPORT

The Audit Committee’s principal functions are to annually review and reassess the adequacy of its charter, to review the engagement of an independent registered public accounting firm including the firm’s qualifications and independence, to review with management and the independent registered public accounting firm the Company’s annual and quarterly financial statements, to review with management the Company’s major financial risk exposures, to review changes to the Company’s significant auditing and accounting principles and practices, to consult with our independent registered public accounting firm regarding the firm’s internal quality-control procedures and the procedures for the Company’s financial reporting processes, to review the significant reports prepared by the internal auditor and to assist the Board of Directors in monitoring compliance with legal and regulatory requirements.

The Company believes that each of the members of the Audit Committee is independent as defined by the listing standards of the New York Stock Exchange. In addition, each member of the Audit Committee is deemed a financial expert.

In connection with the Company’s consolidated financial statements for the year ended December 31, 2004, the Audit Committee has:

•	reviewed and discussed the audited financial statements with management;

•	approved the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2005;

•	discussed with the Company’s independent registered public accounting firm, Ernst & Young LLP, the matters required to be discussed by Statements on Auditing Standards 61, as amended; and

•	received the written disclosures and the letter from Ernst & Young LLP as required by Independence Standards Board Standard No. 1 and discussed with the independent registered public accounting firm their independence.

Based on the review and discussions with the Company’s management and independent registered public accounting firm, as set forth above, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 for filing with the SEC.

	Audit Committee
March 31, 2005
	Peter K. Barker - Chairman
	Robert A. Bernhard
	Raymond B. Gary
	David R. Voelker

STOCKHOLDER RETURN PERFORMANCE PRESENTATION

As required by applicable rules of the Securities and Exchange Commission, the performance graph shown below was prepared based upon the following assumptions:

1.	$100 was invested in the Company's Common Stock, the S&P 500 and the Peer Group (as defined below) on December 31, 1999 at $35.62 per share for the Company’s Common Stock and at the closing price of the stocks comprising the S&P 500 and the Peer Group, respectively, on such date.

2.	Peer Group investment is weighted based upon the market capitalization of each individual company within the Peer Group at the beginning of the period.

3.	Dividends are reinvested on the ex-dividend dates.

Measurement Period (Fiscal Year Covered)	SGY	Peer Group	S&P 500

12/31/00	$181.19	$214.39	$90.90
12/31/01	110.88	167.71	80.09
12/31/02	93.64	174.00	62.39
12/31/03	119.16	227.91	80.29
12/31/04	126.57	312.73	89.03

The companies that comprise the Company's current Peer Group are as follows: Cabot Oil & Gas Corporation, Forest Oil Corporation, Meridian Resource Corporation, Newfield Exploration Company, Noble Energy, Inc., Pogo Producing Company, St. Mary Land and Exploration Company, Spinnaker Exploration Company, Swift Energy Company, The Houston Exploration Company, Vintage Petroleum, Inc. and XTO Energy Inc. Tom Brown, Inc. and Westport Resources Corporation were removed from the Company’s Peer Group pursuant to mergers during 2004.

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Pursuant to the recommendation of the Audit Committee, the Board of Directors appointed Ernst & Young LLP, independent registered public accounting firm, to audit the consolidated financial statements of the Company for the year ending December 31, 2005. The Board of Directors recommends that stockholders vote for the ratification of this appointment. Notwithstanding the selection, the Board of Directors, in its discretion, may direct the appointment of a new independent registered public accounting firm at any time during the year if the Board of Directors believes that the change would be in the best interests of the Company and its stockholders. If the stockholders vote against ratification, the Board of Directors will reconsider its selection.

The Company is advised that no member of Ernst & Young LLP has any direct or material indirect financial interest in the Company or, during the past three years, has had any connection with the Company in the capacity of promoter, underwriter, voting trustee, director, officer or employee.

During 2004 and 2003, the Company incurred the following aggregate fees for the following services rendered:

	2004	2003
Audit Fees	$361,600	$198,000
Audit-Related Fees	22,908	14,114
Tax compliance and consulting	23,875	39,800
All Other Fees	-	-
Total	$408,383	$251,914

Audit Fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings. Included in Audit Fees are fees totaling $124,600 incurred for our independent registered public accounting firm’s attestation work in connection with the Company’s Sarbanes-Oxley Section 404 internal control compliance.

The Company’s Audit Committee does not believe that these services have impacted Ernst & Young LLP’s independence. The Audit Committee has the sole authority to appoint or replace the independent registered public accounting firm (subject, if applicable, to shareholder ratification), and approves all audit engagement fees and terms and all significant non-audit engagements with the independent registered public accounting firm. The Audit Committee has established policies and procedures regarding pre-approval of all services provided by the independent registered public accounting firm. At the beginning of the fiscal year, the Committee pre-approves the engagement of the independent registered public accounting firm to provide audit services based on fee estimates. The Committee also pre-approves proposed audit-related services, tax services and other permissible services, based on specified project and service details, fee estimates, and aggregate fee limits for each service category. The Committee receives a report at each meeting on the status of services provided or to be provided by the independent registered public accounting firm and the related fees.

Ratification of this appointment shall be effective upon receiving the affirmative vote of the holders of a majority of the Common Stock present or represented by proxy and entitled to vote at the Annual Meeting. Under Delaware law, an abstention would have the same effect as a vote against this proposal, but a broker non-vote would not be counted for purposes of determining whether a majority had been achieved. In the event the appointment is not ratified, the Board of Directors will consider the appointment of other independent registered public accounting firm.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THIS APPOINTMENT.

A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and will be offered the opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions.

OTHER MATTERS FOR 2005 ANNUAL MEETING

The Board of Directors does not know of any other matters that are to be presented for action at the Annual Meeting. However, if any other matters properly come before the Annual Meeting or any adjournment(s) thereof, it is intended that the enclosed proxy will be voted in accordance with the judgment of the persons voting the proxy.

Stockholder Communications with Directors. If any stockholder or third party has a complaint or concern regarding accounting, internal accounting controls or auditing matters at the Company, they should send their complaint in writing to Mr. Barker, the Chairman of the Audit Committee at the Company’s principal executive offices. If any stockholder or third party has a concern about the Company or otherwise wishes to communicate with the Board, they should send their communication in writing to the Chairman at the Company’s principal executive offices. If any stockholder who wishes to communicate with a Non-Management director, they should send the communication in writing to Mr. Duplantis, the presiding director of the Non-Management Committee, at the Company’s principal executive offices. A majority of the independent directors shall approve the Company’s process for collecting and organizing stockholder communications to the Board.

A stockholder, who wishes to communicate directly with the Chairman, the Board, a committee of the Board or with another individual Director, should send the communication to Stone Energy Corporation:

Board of Directors [or committee name or

Director's name, as appropriate]

Stone Energy Corporation

625 E. Kaliste Saloom Road

Lafayette, Louisiana 70508

The Company will forward all stockholder correspondence about the Company to the Chairman of the Board, a committee or individual Director, as appropriate.

STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING

Any stockholder who wishes to submit a proposal for inclusion in the proxy material and for presentation at the Company's 2006 Annual Meeting of Stockholders must forward such proposal to the Secretary of the Company at the address indicated at the beginning of this proxy statement, so that the Secretary receives it no later than December 9, 2005.

The Securities and Exchange Commission proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement to those stockholders. This method of delivery, often referred to as “householding,” should reduce the amount of duplicate information that stockholders receive and lower printing and mailing costs for companies. We are householding proxy materials for our stockholders of record in connection with our 2005 Annual Meeting. We have been notified that certain intermediaries may household proxy materials as well. If you hold your shares of our common stock through a broker or bank that has determined to household proxy materials:

•	Only one Proxy Statement and Annual Report to Stockholders will be delivered to multiple stockholders sharing an address unless you notify your broker or bank to the contrary; and

•	We will promptly deliver you a separate copy of the Proxy Statement and Annual Report to Stockholders for the 2006 Annual Meeting and for future meetings if you so request by calling us at (337) 237-0410 or by writing to our Secretary at Stone Energy Corporation, 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508 or you can contact your bank or broker to make a similar request.

If your household is receiving multiple copies of our proxy statements and annual reports, you can request delivery from your bank or broker of only a single copy of our proxy statements and annual reports if your bank or broker has determined to household proxy materials.

	By Order of the Board of Directors,

	Andrew L Gates, III Secretary
March 31, 2005

This proxy will be voted for each of the nominees for director and for ratification of appointment of registered public accounting firm if the proxy is executed without specific voting instructions.		Mark Here for Address Change or Comments	o
		Please See Reverse Side

FOR

AGAINST

ABSTAIN

ITEM 1.

ELECTION OF DIRECTORS

Nominees:

01 Robert A. Bernhard
02 James H. Stone
03 David H. Welch

ITEM 2.

RATIFICATION OF APPOINTMENT OF REGISTERED PUBLIC ACCOUNTING FIRM

FOR

WITHHELD
FOR ALL

FOR ALL
EXCEPT*

*Instructions: To withhold authority to vote for any individual nominee, strike a line through the nominee’s name.

I PLAN TO ATTEND THE MEETING
If you check the box to the right an
admission card will be sent to you.


	All as more particularly described in the accompanying Proxy Statement relating to such meeting, receipt of which is hereby acknowledged.


	(Signature)

	(Signature)
	Dated:

	NOTE: Please sign exactly as your name appears hereon, joint owners must each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

Ù FOLD AND DETACH HERE Ù

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Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
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You can view the Annual Report and Proxy Statement
on the internet at www.stoneenergy.com

STONE ENERGY CORPORATION
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 2005

This Proxy is solicited on behalf of the Board of Directors of Stone Energy Corporation. The undersigned hereby appoints James H. Stone, David H. Welch and B. J. Duplantis, and each of them, attorneys and proxies for the undersigned, with full power of substitution, to vote all shares of Stone Energy Corporation Common Stock which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of Stone Energy Corporation, on May 18, 2005 at 10:00 a.m., Central Time, in New Orleans, Louisiana or at any adjournment thereof, upon the matters set forth below and described in the accompanying Proxy Statement and upon such other business as may properly come before the meeting or any adjournment thereof. Please mark this proxy as indicated below to vote on any item. If you wish to vote in accordance with the Board of Directors’ recommendations, please sign the reverse side; no boxes need to be checked. The proxies cannot vote your shares unless you sign and return this card.

(Continued and to be signed on other side)

Address Change/Comments (Mark the corresponding box on the reverse side)

Ù FOLD AND DETACH HERE Ù

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