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

January 11, 2010

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 1.01 Entry into a Material Definitive Agreement

     On January 11, 2010, Stone Energy Corporation, a Delaware corporation (“Stone”), entered into an Amendment No. 2 (the “Amendment”) to the Second Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of August 28, 2008. On August 28, 2008, Stone entered into the Credit Agreement totaling $700 million, maturing July 1, 2011, through a syndicate of banks. As of January 11, 2010, the Credit Agreement is guaranteed by Stone Energy Offshore, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of Stone (“Stone Offshore”). Stone Offshore reaffirmed its guarantee of the obligations as amended by this Amendment. The borrowing base under the credit facility has been confirmed by Stone’s bank group at $425 million as of October 9, 2009. The Amendment permits Stone to issue up to $300 million in unsecured notes (the “Unsecured Notes”) pursuant to an Indenture (the “Indenture”) to be entered into by Stone, Stone Offshore and The Bank of New York Mellon Trust Company, N.A., as trustee. The Amendment further provides that if Stone issues more than $200 million of Unsecured Notes pursuant to the Indenture, the borrowing base under the credit facility will be automatically reduced by an amount equal to 40% of the amount in excess of $200 million. The Amendment also provides that the indebtedness outstanding under Stone’s existing 8-1/4% senior subordinated notes due 2011 must be repaid or redeemed within 45 days following the issuance of the Unsecured Notes.

     As of December 31, 2009, Stone had $175 million of outstanding borrowings under its bank credit facility and $63 million in letters of credit had been issued pursuant to the facility, leaving $187 million of availability under the facility. The weighted average interest rate under the facility was approximately 2.7% as of December 31, 2009. Stone’s bank group includes Bank of America, N.A. as administrative agent; BNP Paribas, Natixis, and the Bank of Nova Scotia as syndication agents; Capital One, N.A. and Toronto Dominion LLC as documentation agents; and Allied Irish Banks p.l.c., Barclays Bank PLC, Regions Bank, U.S. Bank, Whitney National Bank, JPMorgan Chase Bank, N.A. and Sumitomo Mitsui Banking Corporation as participating banks.

Item 7.01. Regulation FD Disclosure.

     On January 11, 2010, Stone issued a press release which announced its 2010 capital expenditures budget and provided an operational update. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01. Additionally, on January 11, 2010, Stone issued a press release which announced that it intends to publicly offer $250 million aggregate principal amount of Senior Notes due 2017. The press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01. Lastly, on January 11, 2010, Stone issued a press release which announced that it has commenced a cash tender offer and consent solicitation for all of its $200 million aggregate principal amount of 8-1/4% Senior Subordinated Notes due 2011. The press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

     In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibits 99.1, 99.2 and 99.3, be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

     Stone announced on January 11, 2010 that it intends, subject to market conditions, to publicly offer $250 million aggregate principal amount of Senior Notes due 2017. The Senior Notes will be fully and unconditionally guaranteed by Stone Energy Offshore, L.L.C., a wholly-owned subsidiary of Stone. Stone intends to use the net proceeds from the offering to fund its pending tender offer and consent solicitation for its existing 8-1/4% Senior Subordinated Notes due 2011 and for general corporate

purposes. A shelf registration statement relating to the securities has been filed with the SEC and became effective May 18, 2009. The offering and sale of the senior notes will be made pursuant to this effective shelf registration statement.

     Stone Energy Corporation announced on January 11, 2010 that it has commenced a cash tender offer and consent solicitation for any and all of its $200 million aggregate principal amount of 8-1/4% Senior Subordinated Notes due 2011 (CUSIP No. 861642AE6). The tender offer will expire at 9:00 a.m., New York City Time, on Tuesday, February 9, 2010, unless extended by Stone in its sole discretion. The tender offer contemplates an early settlement option, so that holders who validly tender their notes prior to the expiration of the consent solicitation on January 25, 2010 and accepted for purchase could receive payment as early as January 26, 2010

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

4.1	Amendment No. 2 to the Second Amended and Restated Credit Agreement dated as of August 28, 2008.
99.1	Press release dated January 11, 2010, “Stone Energy Corporation Announces 2010 Capital Expenditures Budget and Provides Operational Update.”
99.2	Press release dated January 11, 2010, “Stone Energy Corporation Announces Public Offering of $250 Million of Senior Notes.”
99.3	Press release dated January 11, 2010, “Stone Energy Corporation Announces Tender Offer and Consent Solicitation.”

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: January 12, 2010	By:	/s/ J. Kent Pierret
		J. Kent Pierret
		Senior Vice President, Chief Accounting Officer and Treasurer

EXHIBIT INDEX

Exhibit
Number	Description
4.1	Amendment No. 2 to the Second Amended and Restated Credit Agreement dated as of August 28, 2008.
99.1	Press release dated January 11, 2010, “Stone Energy Corporation Announces 2010 Capital Expenditures Budget and Provides Operational Update.”
99.2	Press release dated January 11, 2010, “Stone Energy Corporation Announces Public Offering of $250 Million of Senior Notes.”
99.3	Press release dated January 11, 2010, “Stone Energy Corporation Announces Tender Offer and Consent Solicitation.”

EX-4.1

Exhibit 4.1
Execution Version

AMENDMENT NO. 2

     This Amendment No. 2 dated as of January 11, 2010 (this “Agreement”) is among Stone Energy Corporation, a Delaware corporation (“Borrower”), Stone Energy Offshore, L.L.C., a Delaware limited liability company (“Guarantor”), the financial institutions party to the Credit Agreement described below as Banks (“Banks”), and Bank of America, N.A., as Agent for the Banks (“Agent”) and as Issuing Bank (“Issuing Bank”).

INTRODUCTION

     A. The Borrower, the Banks, the Issuing Bank, and the Agent have entered into the Second Amended and Restated Credit Agreement dated as of August 28, 2008, as amended by Amendment No. 1 dated as of April 29, 2009 (as so amended, the “Credit Agreement”).

     B. The Guarantor entered into that certain Guaranty dated as of August 28, 2008, as amended by Amendment No. 1 dated as of April 29, 2009 (as so amended, the “Stone Offshore Guaranty”).

     C. The Borrower plans to issue up to $300,000,000 in unsecured senior notes due 2017 pursuant to the Indenture to be entered into by the Borrower, the Guarantor, and The Bank of New York Mellon Trust Company, N.A, as Trustee (the “2010 Indenture”).

     D. The parties hereto desire to amend the Credit Agreement to permit the issuance of up to $300,000,000 in unsecured senior notes pursuant to the 2010 Indenture.

     E. The Guarantor wishes to reaffirm its guarantee of the Obligations as amended by this Agreement.

     THEREFORE, in fulfillment of the foregoing, the Borrower, the Guarantor, the Agent, the Issuing Bank, and the Banks hereby agree as follows:

     Section 1. Definitions; References. Unless otherwise defined in this Agreement, each term used in this Agreement which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

     Section 2. Amendment. Upon the satisfaction of the conditions specified in Section 6 of this Agreement, and, unless otherwise specified, effective as of the date set forth above, the Credit Agreement is amended as follows:

          (a) A new definition of “2010 Indenture” shall be added in Section 1.1 of the Credit Agreement to read in its entirety as follows:

     “2010 Indenture” means the Indenture to be entered into by the Borrower, the Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the issuance of unsecured senior notes due 2017.

          (b) Section 2.2(a) of the Credit Agreement shall be amended to read in its entirety as follows:

          (a) The Borrowing Base has been set by the Banks and acknowledged by the Borrower as $425,000,000 as of the date of this Agreement. On the date of any issuance of Debt under the 2010 Indenture, the Borrowing Base shall be reduced automatically by an amount equal to 40% of the excess, if any, of (A) all Debt outstanding under the 2010 Indenture after giving effect to such issuance over (B) $200,000,000. The automatic reduction described in this Section 2.2(a) shall not be deemed to take the place of regularly scheduled or other redeterminations of the Borrowing Base in accordance with this Section 2.2.

          (c) The references in Section 6.3 of the Credit Agreement to the “2001 Indenture and the 2004 Indenture” shall be deleted and replaced with references to the “2001 Indenture, the 2004 Indenture and the 2010 Indenture”.

          (d) Schedule 6.2 of the Credit Agreement shall be replaced with Schedule 6.2 attached hereto.

     Section 3. Reaffirmation of Liens.

          (a) Each of the Borrower and the Guarantor (i) is party to certain Security Documents securing and supporting the Borrower’s and Guarantor’s obligations under the Credit Documents, (ii) represents and warrants that it has no defenses to the enforcement of the Security Documents and that according to their terms the Security Documents will continue in full force and effect to secure the Borrower’s and Guarantor’s obligations under the Credit Documents, as the same may be amended, supplemented, or otherwise modified, and (iii) acknowledges, represents, and warrants that the liens and security interests created by the Security Documents are valid and subsisting and create an Acceptable Security Interest in the Collateral to secure the Borrower’s and Guarantor’s obligations under the Credit Documents, as the same may be amended, supplemented, or otherwise modified.

          (b) The delivery of this Agreement does not indicate or establish a requirement that any Guaranty or Security Document requires the Borrower’s or any Guarantor’s approval of amendments to the Credit Agreement.

     Section 4. Representations and Warranties. The Borrower represents and warrants to the Agent and the Banks that:

          (a) the representations and warranties set forth in the Credit Agreement and in the other Credit Documents are true and correct in all material respects as of the date of this Agreement (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that such materiality qualifier shall not apply if such representation or warranty is already subject to a materiality qualifier in the Credit Agreement or such other Credit Document;

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          (b) (i) the execution, delivery, and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate proceedings and (ii) this Agreement constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; and

          (c) as of the effectiveness of this Agreement and after giving effect thereto, no Default or Event of Default has occurred and is continuing.

     Section 5. Reaffirmation of Guaranty. The Guarantor hereby ratifies, confirms, and acknowledges that its obligations under the Stone Offshore Guaranty are in full force and effect and that the Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, of all of the Obligations (subject to the terms of the Stone Offshore Guaranty), as such Obligations may have been amended by this Agreement. The Guarantor hereby acknowledges that its execution and delivery of this Agreement do not indicate or establish an approval or consent requirement by the Guarantor under the Stone Offshore Guaranty in connection with the execution and delivery of amendments, modifications or waivers to the Credit Agreement, the Notes or any of the other Credit Documents.

     Section 6. Effectiveness. This Agreement shall become effective as of the date hereof, and the Credit Agreement shall be amended as provided herein, upon the occurrence of all of the following: (a) the Majority Banks’, the Borrower’s, and the Guarantor’s duly and validly executing originals of this Agreement and delivery thereof to the Agent, (b) the representations and warranties in this Agreement being true and correct in all material respects before and after giving effect to this Agreement, (c) the Borrower’s having made a prepayment of Advances, and if the Advances have been repaid in full, made deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an aggregate amount equal to the amount of any Borrowing Base Deficiency that would exist immediately after giving effect to the reduction of the Borrowing Base specified in Section 2(c) of this Agreement, and (d) the Borrower’s having paid all costs, expenses, and fees which have been invoiced and are payable pursuant to Section 9.4 of the Credit Agreement or any other written agreement.

     Section 7. Effect on Credit Documents. Except as amended herein, the Credit Agreement and the Credit Documents remain in full force and effect as originally executed, and nothing herein shall act as a waiver of any of the Agent’s or Banks’ rights under the Credit Documents, as amended. This Agreement is a Credit Document for the purposes of the provisions of the other Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement may be a Default or Event of Default under other Credit Documents.

     Section 8. Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas.

     Section 9. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original.

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     THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     EXECUTED as of the date first set forth above.

BORROWER:
STONE ENERGY CORPORATION
By: Name:	/s/ David H. Welch David H. Welch
Title:	President and Chief Executive Officer
By: Name:	/s/ Kenneth H. Beer Kenneth H. Beer
Title:	Senior Vice President and Chief Financial Officer
GUARANTOR:
STONE ENERGY OFFSHORE, L.L.C.
By: Name:	/s/ David H. Welch David H. Welch
Title:	President and Chief Executive Officer
By: Name:	/s/ Kenneth H. Beer Kenneth H. Beer
Title:	Senior Vice President and Chief Financial Officer

AGENT AND ISSUING BANK:
BANK OF AMERICA, N.A., as Agent and Issuing Bank
By: Name:	/s/ Ronald E. McKaig Ronald E. McKaig
Title:	Senior Vice President
BANKS:
BANK OF AMERICA, N.A.
By: Name:	/s/ Ronald E. McKaig Ronald E. McKaig
Title:	Senior Vice President

BNP PARIBAS
By: Name:	/s/ Douglas R. Liftman Douglas R. Liftman
Title:	Managing Director
By: Name:	/s/ Edward Pak Edward Pak
Title:	Vice President

NATIXIS
By: Name:	/s/ Donovan C. Broussard Donovan C. Broussard
Title:	Managing Director
By: Name:	/s/ Louis P. Laville, III Louis P. Laville, III
Title:	Managing Director

THE BANK OF NOVA SCOTIA
By: Name:	/s/ David Mills David Mills
Title:	Managing Director

CAPITAL ONE, N.A.
By: Name:	/s/ Paul D. Hein Paul D. Hein
Title:	Vice President

TORONTO DOMINION (TEXAS) LLC
By: Name:	/s/ Debbi L. Brito Debbi L. Brito
Title:	Authorized Signatory

ALLIED IRISH BANKS p.l.c.
By: Name:	/s/ Edward M. Fenk Edward M. Fenk
Title:	Vice President
By: Name:	/s/ James Giordano James Giordano
Title:	Assistant Vice President

BARCLAYS BANK PLC
By: Name:	/s/ Ann E. Sutton Ann E. Sutton
Title:	Vice President

REGIONS BANK
By: Name:	/s/ William A. Philipp William A. Philipp
Title:	Vice President

U.S. BANK NATIONAL ASSOCIATION
By: Name:	/s/ Daria Mahoney Daria Mahoney
Title:	Vice President

WHITNEY NATIONAL BANK
By: Name:	/s/ Will Jochetz Will Jochetz
Title:	Lending Officer

JPMORGAN CHASE BANK, N.A.
By: Name:	/s/ Jo Linda Papadakis Jo Linda Papadakis
Title:	Vice President

SUMITOMO MITSUI BANKING CORPORATION
By: Name:	/s/ Masakazu Hasegawa Masakazu Hasegawa
Title:	General Manager

SCHEDULE 6.2

PERMITTED EXISTING DEBT

1. Prior to the date that is 45 days after the initial issuance of Debt under the 2010 Indenture, $200 million of unsecured Debt related to the 2001 issuance of 8.25% senior subordinated notes due 2011 pursuant to the 2001 Indenture.

2. $200 million of unsecured Debt related to the 2004 issuance of 6.75% senior subordinated notes due 2014 pursuant to the 2004 Indenture.

3. Up to $300 million of unsecured Debt related to the 2010 issuance of senior notes due 2017 pursuant to the 2010 Indenture.

EX-99.1

Exhibit 99.1

STONE ENERGY CORPORATION

Announces 2010 Capital Expenditures Budget and Provides Operational Update

LAFAYETTE, LA. January 11, 2010

     Stone Energy Corporation (NYSE: SGY) today announced that for 2010 the Board of Directors has authorized a capital expenditure budget of $400 million. This figure compares with a $300 million capital budget for 2009 and excludes material acquisitions and capitalized SG&A and interest. Approximately 25% of the capital expenditure budget is expected to be spent on Appalachian drilling and acreage acquisition; approximately 25% is planned for Gulf of Mexico (GOM) shelf exploitation and approximately 15% is for GOM workover/recompletion projects; approximately 15% is scheduled for GOM deep water and deep shelf expenditures; and the remaining budget is for facilities, abandonment projects, and miscellaneous exploration projects.

     Stone also announced operational updates on the following activities:

     Appalachian Basin (Marcellus Shale Play). In the third and fourth quarters of 2009, Stone drilled six operated vertical wells in the Marcellus Shale Play; four in West Virginia and two in Pennsylvania. Four of these wells were completed and established the viability of the play on Stone’s acreage. Each of the four wells tested at an initial rate between 0.5 and 2.0 million cubic feet of gas per day (MMcf/d). The other two wells will be completed when weather conditions allow. Stone’s working interest is 100% in four of the six wells and is 70% in the other two wells. Additionally, Stone participated with a minority working interest (20%) in the drilling of two horizontal wells in West Virginia during the same period. These two wells are the first in a four-well program which should conclude in early 2010, at which time all the wells will be completed. Also in West Virginia, three previously drilled vertical wells (not operated by Stone) were completed with initial test rates of 0.5 – 1.5 MMcf/d. Stone’s working interest is 50% in these three wells. With the prospectivity of the Stone-operated acreage validated by the 2009 vertical drilling program, Stone will enter the horizontal drilling phase in 2010. Stone plans to participate in the drilling and completion of 12-15 horizontal wells this year.

     Mississippi Canyon Block 109 (Amberjack Field). In December, Stone mobilized the HP 206 Platform Rig to its 100% owned Amberjack Field. The Company initially performed a recompletion project to a shallower zone in the existing Amberjack A-25 well which is currently producing at a rate of over 500 barrels equivalents per day. The rig will now be used to drill four exploitation wells targeting oil reservoirs and incremental reserves. If successful, production from each well would be tied in almost immediately after completion.

     Vermilion Block 96 (Cardinal/Blue Jay — 100% W.I.). Stone recently drilled two GOM shelf exploitation wells in VR 96. The Cardinal well encountered 57 feet of gas in four pay zones, while the Blue Jay well encountered four hydrocarbon zones but was deemed non-commercial. Construction for the facilities and pipeline for Cardinal has commenced, with first production expected in the second quarter 2010.

     Garden Banks 293 (Pyrenees — 15% W.I.). Stone and its partners are reviewing different development options for the Pyrenees discovery. Current plans call for first production by early 2012.

     Hurricane Risk Mitigation Program. The targeted decommissioning and well abandonment of higher risk platform facilities has been substantially completed. Approximately $65 million was spent in 2009 on our proactive risk mitigation program, previous hurricane abandonment and normal P&A work. For 2009, 157 idle wellbores were plugged and eight platforms were abandoned.

     Production. Volumes for the fourth quarter of 2009 are expected to be approximately 220 million cubic feet of gas equivalent (MMcfe) per day, slightly under the previous guidance of 225-235 MMcfe per day provided in November 2009. The shortfall is due to the unplanned shut-in from Hurricane Ida, a delay in the repair of two third party gas pipelines (which are expected to be operational in late January), and greater than normal weather restrictions in December which delayed recompletion projects. Additionally, production from the Amberjack platform was down periodically during the fourth quarter due to the installation of the platform rig. Stone still expects full year 2009 average daily production to be in the range of its previous annual guidance of 210-220 MMcfe per day. The 2009 exit rate was approximately 215-220 MMcfe per day, with an approximate 50/50 split between oil and gas.

     Reserves. Stone’s 2009 year-end estimated proved, probable and possible reserves are currently being engineered by Netherland Sewell & Associates (NSAI) with the final report expected during January. Estimated proved reserves will decline from year-end 2008 levels due to production, negative commodity pricing revisions and other negative revisions to comply with the new SEC rules. In 2009, the company focused on debt reduction, conversion of non-producing reserves to producing reserves to generate cashflow, and hurricane risk mitigation expenditures. Accordingly, drilling additions to estimated proved reserves will be minimal in 2009 and will not offset reductions. Stone has been preliminarily advised by NSAI that Stone’s 2009 estimated proved reserves will be approximately 410 billion cubic feet equivalents, with approximately 80% being proved developed reserves.

     Stone plans to release its year-end results on Tuesday, February 23, 2010, after the close of the market, and will hold its year-end conference call on Wednesday, February 24, 2010, at 10:00 a.m. CST. Anyone wishing to participate should visit our website at www.StoneEnergy.com for a live web cast or dial 1-877-228-3598 and request the “Stone Energy Call”. In addition, Stone announced that it will hold its 2010 Annual Meeting of Stockholders on Friday, May 21, 2010, at 10:00 a.m., CDT, at the Windsor Court Hotel, 300 Gravier Street, New Orleans, Louisiana.

Forward Looking Statement

     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, liquidity risks, and other risk factors and known trends and uncertainties as described in Stone’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission (“SEC”). 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.

     Stone Energy is an independent oil and natural gas company headquartered in Lafayette, Louisiana, and is engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties located primarily in the Gulf of Mexico. Stone is also active in the Appalachia region. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-521-2210 phone, 337-521-9880 fax or via e-mail at CFO@StoneEnergy.com.

EX-99.2

Exhibit 99.2

STONE ENERGY CORPORATION

Announces Public Offering of $250 Million of Senior Notes

LAFAYETTE, LA. January 11, 2010

     Stone Energy Corporation (NYSE: SGY) today announced that it intends, subject to market conditions, to publicly offer $250 million aggregate principal amount of Senior Notes due 2017. The Senior Notes will be fully and unconditionally guaranteed by Stone Energy Offshore, L.L.C., a wholly-owned subsidiary of Stone. Stone intends to use the net proceeds from the offering to fund its pending tender offer and consent solicitation for its existing 8¹/4% Senior Subordinated Notes due 2011 and for general corporate purposes.

     Banc of America Securities LLC and J.P. Morgan Securities Inc. are acting as joint book-running managers for the Senior Notes offering. The offering will be made only by means of a preliminary prospectus supplement and the accompanying base prospectus, copies of which may be obtained on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov. Alternatively, the underwriters will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting Banc of America Securities LLC at One Bryant Park, New York, NY 10036, Attention: Prospectus Department or by calling (800) 294-1322 or J.P. Morgan Securities Inc. at 270 Park Avenue, 8^th Floor, New York, NY 10017, Attention: Syndicate Desk or by calling (800) 245-8812.

     This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Senior Notes or any other securities, nor shall there be any sale of the Senior Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A shelf registration statement relating to the securities has been filed with the SEC and became effective May 18, 2009. The offering and sale of the Senior Notes will be made pursuant to this effective shelf registration statement.

Forward Looking Statement

     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, liquidity risks, and other risk factors and known trends and uncertainties as described in Stone’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC. 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.

     Stone Energy is an independent oil and natural gas company headquartered in Lafayette, Louisiana, and is engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties located primarily in the Gulf of Mexico. Stone is also active in the Appalachia region.

For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-521-2210-phone, 337-237-0426-fax or via e-mail at CFO@StoneEnergy.com.

EX-99.3

Exhibit 99.3

STONE ENERGY CORPORATION

Announces Tender Offer and Consent Solicitation

LAFAYETTE, LA. January 11, 2010

     Stone Energy Corporation (NYSE: SGY) today announced that it has commenced a cash tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation,” and together with the Tender Offer, the “Offer”) for any and all of its $200 million aggregate principal amount of 8-1/4% Senior Subordinated Notes due 2011 (CUSIP No. 861642AE6) (the “Notes”). The Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated January 11, 2010 (the “Offer to Purchase”). The Offer will expire at 9:00 a.m., New York City Time, on Tuesday, February 9, 2010, unless extended by Stone in its sole discretion (the “Expiration Time”).

     Holders who validly tender (and do not validly withdraw) their Notes and provide their consents to the proposed amendments to the indenture governing the Notes prior to 5:00 p.m., New York City time, on January 25, 2010, unless extended by us in our sole discretion (such time and date, as the same may be extended, the “Consent Expiration”), will receive total consideration equal to $1002.50 per $1,000 principal amount of the Notes, which includes a consent payment of $30.00 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes accepted for purchase. The Offer contemplates an early settlement option, so that holders whose Notes are validly tendered prior to the Consent Expiration and accepted for purchase could receive payment as early as January 26, 2010.

     Holders who tender (and do not validly withdraw) their Notes after the Consent Expiration and prior to the Expiration Time will be entitled to receive consideration equal to $972.50 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes accepted for purchase. Holders of Notes tendered after the Consent Expiration will not receive a consent payment.

     Following receipt of the consent of holders of at least a majority in aggregate principal amount of the outstanding Notes, Stone will execute a supplemental indenture effecting the proposed amendments, which would permit Stone to redeem the Notes on as little as three days’ prior written notice. Except in certain circumstances, Notes tendered and consents delivered may be withdrawn only prior to the Consent Expiration.

     The Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, (i) the receipt of the required consents to amend and supplement the indenture governing the Notes in connection with the Consent Solicitation and the execution of a supplemental indenture effecting such amendments by the applicable parties, and (ii) the completion of one or more capital markets transactions with combined net proceeds to Stone of at least $203 million, so that, when combined with other cash on hand, we will have sufficient funds to pay the total consideration for all Notes tendered and accepted for purchase plus all related fees and expenses, each as more fully described in the Offer to Purchase.

     Stone has engaged BofA Merrill Lynch as Dealer Manager for the Offer. Persons with questions regarding the Offer should contact BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-4603

(collect). Requests for copies of the Offer to Purchase or other tender offer materials may be directed to D. F. King & Co., Inc., the Information Agent, at (888) 567-1626 (toll free) or (212) 269-5550 (collect).

     This press release does not constitute an offer to purchase the Notes or a solicitation of consents to amend the related indenture. The Offer is made solely pursuant to the Offer to Purchase. The tender offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Forward Looking Statement

     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, liquidity risks, and other risk factors and known trends and uncertainties as described in Stone’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q 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.

     Stone Energy is an independent oil and natural gas company headquartered in Lafayette, Louisiana, and is engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties located primarily in the Gulf of Mexico. Stone is also active in the Appalachia region. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-521-2210-phone, 337-237-0426-fax or via e-mail at CFO@StoneEnergy.com.