~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date of toReport ~~Section 13 or 15~~(d)Date of ~~the Securities~~earliest ~~and~~event ~~Exchange~~reported): ~~Act~~October 31, ~~of 1934~~ 2007

Date of Report (date of earliest event reported): May 22, 2007

ENERGYSOUTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	~~333~~000-~~42057~~29604	58-2358943
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

2828 Dauphin Street Mobile, Alabama (Address of principal executive offices) 36606 (Zip Code)


2828 Dauphin Street
Mobile, Alabama		36606
(Address of principal executive offices)		(Zip Code)

(251) 450-4774 (Registrant’s telephone number, including area code~~: (251~~) ~~450-4774~~

Not ~~Applicable~~applicable (Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the ~~filing~~ filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written ~~communications~~communication 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 ~~May~~October 2231, 2007, Mississippi Hub Acquisition Company, LLC (the ~~Registrant’s~~“Buyer”) ~~Bay~~entered ~~Gas~~into ~~Storage~~a membership ~~Company,~~interest ~~Ltd.~~purchase agreement (the “~~Bay~~Membership ~~Gas~~Interest Purchase Agreement”) ~~subsidiary~~with ~~entered~~Theo B. ~~into~~Bean, Jr., an ~~Amended~~individual, and ~~Restated~~Theo ~~Cavity~~B. ~~Development~~Bean, ~~and~~Jr., ~~Storage~~as ~~Agreement~~trustee ~~(the~~for ~~“CDSA~~The ~~Amendment”)~~Theo ~~with~~B. Bean, Jr. Family Trust, ~~Olin~~a ~~Corporation~~South Dakota spendthrift trust (collectively, the “~~Olin~~Sellers”). The ~~CDSA~~Membership ~~Amendment~~Interest ~~further~~Purchase Agreement ~~amends~~provides ~~and~~for ~~restates~~the sale by the ~~previously-amended Cavity~~Sellers ~~Development~~to ~~and~~the ~~Storage~~Buyer ~~Agreement~~of ~~made~~100% byof ~~Bay~~the ~~Gas~~issued and ~~Olin~~outstanding membership ~~dated~~interests ~~January 14~~(the “Membership Interests”) in Mississippi Hub, ~~1992~~LLC, toa Mississippi limited ~~provide~~liability ~~for~~company ~~development~~which ofhas ~~planned~~begun ~~fourth~~development ~~and~~of ~~fifth~~an underground natural gas storage ~~caverns~~facility. The Buyer is a newly formed Delaware limited liability company, which will be operated pursuant to the Limited Liability Company Agreement of Mississippi Hub Acquisition Company, LLC (the “~~Planned~~LLC ~~Caverns~~Agreement”), atdated ~~Bay~~October 31, ~~Gas’~~2007. ~~underground~~The ~~gas~~LLC ~~storage~~Agreement provides ~~facilities~~for, ~~near~~among ~~McIntosh~~other things, the ownership by EnergySouth Midstream, Inc., an Alabama corporation and a subsidiary of EnergySouth, Inc. (the “Company”), of 60% of the equity interests in the Buyer and the ownership by certain funds managed by affiliates of Fortress Investment Group LLC of 40% of the equity interests in the Buyer.

~~Pursuant~~ Concurrently with the execution of the Membership Interest Purchase Agreement, the Company entered into a purchase and sale agreement (the “BRI-Marsh Purchase Agreement” and, together with the Membership Interest Purchase Agreement, the “Purchase Agreements”) with BRI-Marsh, L.L.C., a Louisiana limited liability company and an affiliate of the Sellers (“BRI-Marsh”). The BRI-Marsh Purchase Agreement provides for the sale by BRI-Marsh to the ~~CDSA~~Buyer ~~Amendment:~~of approximately 207.25 gross acres (171.34 net acres) of real property located in Simpson County, Mississippi (the “BRI-Marsh Real Property”).

~~(a) the~~Subject ~~parties~~to ~~entered~~the ~~into~~terms anand ~~amendment~~conditions of aneach ~~existing~~of ~~Surface~~the ~~Lease~~Purchase Agreements, bythe ~~which~~aggregate consideration ~~Olin~~to ~~has leased~~be paid by the Buyer to ~~Bay~~the ~~Gas~~Sellers ~~tracts~~and ofBRI-Marsh ~~land~~upon ~~beneath~~the ~~which~~consummation ~~natural~~of ~~gas~~the transactions ~~storage~~contemplated ~~caverns~~by ~~have~~the ~~been~~Purchase ~~developed~~Agreements will be $140,000,000, subject to certain ~~add~~adjustments ~~two~~provided ~~additional tracts~~ for in the ~~Planned~~Membership ~~Caverns;~~Interest Purchase Agreement.

~~(b) Olin~~The ~~expanded~~Sellers, ~~its~~BRI-Marsh ~~grant~~and tothe ~~Bay~~Buyer, ~~Gas~~as applicable, have made customary representations, warranties and covenants in the Purchase Agreements, and the consummation of ~~underground~~the ~~storage~~transactions contemplated ~~cavern~~by ~~development~~the ~~rights~~Purchase Agreements are subject to customary closing conditions, including the ~~allow~~expiration ~~development~~or termination of the ~~Planned~~waiting ~~Caverns~~period ~~with~~under ~~capacities~~the Hart-Scott-Rodino Antitrust Improvements Act of 51976, as amended.0 ~~Bcf~~The ~~each~~Sellers, BRI-Marsh and ~~Bay~~the ~~Gas~~Buyer ~~has~~expect ~~made~~to close the transactions ~~payment~~contemplated toby ~~Olin~~the inPurchase ~~consideration~~Agreements as promptly as practicable following the satisfaction of the closing conditions and anticipate that such ~~expanded~~closing ~~development~~will ~~rights;~~occur in the fourth quarter of 2007.

~~(c) Olin~~The ~~has~~Purchase ~~granted~~Agreements tocontain ~~Bay~~certain ~~Gas~~termination anrights ~~option~~for tothe ~~add~~Sellers, anBRI-Marsh ~~expanded~~and ~~surface facility site to~~ the ~~parcels~~Buyer. ~~leased~~Upon totermination ~~Bay~~of ~~Gas under~~ the ~~Surface~~Membership ~~Lease;~~Interest ~~and~~Purchase Agreement

~~(d)~~ due to the ~~parties~~occurrence of a specified ~~fees~~event, ~~payable~~the ~~upon~~Buyer ~~commencement~~may ofbe ~~development~~required ofto ~~each~~pay ofto the ~~Planned Caverns~~Sellers ~~and~~a ~~for~~termination ~~storage~~fee of ~~natural gas therein~~$10,000,000.

~~*************~~ The foregoing descriptions of the LLC Agreement and the Purchase Agreements are qualified in their entirety by reference to the full text of the Limited Liability Company Agreement, the Membership Interest Purchase Agreement and the BRI-Marsh Purchase Agreement, which are filed as Exhibit 2.1, Exhibit 2.2 and Exhibit 2.3, respectively, to this Form 8-K and are incorporated into this report by reference.

Forward-Looking Statements

~~This~~ Certain ~~Form~~statements ~~8-K~~in ~~contains~~this ~~certain~~report regarding the transactions contemplated by the Purchase Agreements constitute “forward-looking statements” ~~that~~under ~~are,~~the orfederal ~~may~~securities belaws. ~~deemed~~These forward looking statements are subject to a number of substantial risks and uncertainties and may be identified by the words “will,” “anticipate,” “believe,” “expect,” “may” or “intend” or similar expressions. Actual results could differ materially from these forward-looking statements”. ~~within~~Factors that might cause or contribute to such material differences include, but are not limited to, the possibility ~~meaning~~that the purchase of ~~Section 27A~~Membership Interests and/or the BRI Marsh Real Property will not close or that the closing will be delayed, the ability of the ~~Securities~~Sellers and the Buyer to obtain clearance under the Hart-Scott-Rodino Antitrust Improvements Act of ~~1933~~1976, as amended, and other ~~Section 21E~~events ofand factors disclosed previously and from time to time in the Company’s filings with the Securities and Exchange ~~Act~~Commission ~~of 1934~~(“SEC”), asincluding ~~amended.~~the ~~All~~Company’s ~~statements~~Annual Report on Form 10-K for the year ended September 30, 2006 and the other ~~than~~reports subsequently filed from time to time with the SEC. The Company disclaims any obligation to update any forward-looking statements after the date of ~~historical~~this ~~facts,~~Current ~~included~~Report. ~~herein~~You orshould ~~incorporated~~not ~~herein~~place byundue ~~reference~~reliance ~~are “~~on any forward-looking statements contained herein.” ~~Included~~Except ~~among~~as “expressly required by the federal securities laws, the Company undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements” ~~are~~contained herein to reflect future events, ~~among~~developments, changed circumstances or for any other ~~things:~~reason.

2Item 7.01 Regulation FD Disclosure.

• On ~~statements~~October 31, ~~about~~2007, ~~expected~~the ~~commencement~~Company orissued ~~completion~~a ~~dates~~press ~~for~~release ~~construction~~announcing ofthe ~~Bay Gas’ planned additional storage facilities; • statements regarding any anticipated financing~~ transactions contemplated orby ~~arrangements; • statements relating to~~ the ~~construction~~Purchase byAgreements. ~~Bay~~A ~~Gas~~copy of ~~additional~~the ~~storage~~press ~~facilities,~~release ~~including~~is ~~statements~~attached ~~concerning~~hereto ~~anticipated~~as ~~costs~~Exhibit 99.1 ~~related~~and ~~thereto;~~is •being ~~statements~~furnished ~~about~~pursuant ~~anticipated~~to ~~capacities~~Item 7.01 ~~and characteristics~~ of ~~any~~Form ~~additional~~8-K. ~~Bay~~Exhibit 99.1 ~~Gas~~attached ~~storage~~hereto ~~facilities,~~shall not ~~including~~be ~~storage,~~deemed ~~injection~~“filed” ~~and~~for ~~withdrawal~~purposes ~~capacities,~~of ~~deliverability~~Section 18 ~~and~~of ~~pipeline~~the ~~interconnections;~~Securities •Exchange ~~statements~~Act ~~regarding~~of ~~anticipated governmental~~1934, ~~regulatory~~as amended, ~~administrative~~nor orshall ~~other~~it ~~public~~be ~~body~~deemed ~~actions,~~incorporated ~~requirements,~~by ~~permits~~reference orin ~~decisions; and •~~ any ~~other~~filing ~~statements~~under ~~that~~the ~~relate~~Securities toAct ~~non-historical~~of 1933, oras ~~future information~~amended.

These forward-looking statements are often identified by the use of terms and phrases such as “achieve,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “project,” “propose,” “strategy” and similar terms and phrasesItem 9.01. ~~Although~~Financial ~~the~~Statements ~~Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks~~ and ~~uncertainties, and these expectations may prove to be incorrect. Undue reliance should not be~~Exhibits ~~placed on these forward-looking statements, which speak only as of the date of this Form 8-K.~~

The actual results of the Company could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s Annual Report on Form 10-K for the year ended September (d) ~~30, 2004, which is incorporated~~Exhibits by reference into this Form 8-K. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. These forward-looking statements are made as of the date of this Form 8-K. We assume no obligation to update or revise these forward-looking statements or provide reasons why actual results may differ.


Exhibit No.		Description
2.1		Limited Liability Company Agreement of Mississippi Hub Acquisition Company, LLC dated October 31, 2007

2.2		Membership Interest Purchase Agreement, dated October 31, 2007, among Mississippi Hub Acquisition Company, LLC, Theo B. Bean, Jr. and Theo B. Bean, Jr., as trustee for The Theo B. Bean, Jr. Family Trust.

2.3		Purchase and Sale Agreement, dated October 31, 2007, between Mississippi Hub Acquisition Company, LLC and BRI-Marsh, L.L.C.

99.1		Press Release, dated October 31, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant ~~duly~~has ~~caused~~duly caused this Report to be signed on its behalf by the undersigned ~~hereto~~thereunto duly authorized.

	ENERGYSOUTH, INC.
	EnergySouth, Inc.
Date: May 25, 2007	By:	/s/ G. Edgar Downing, Jr.
	By:	/s/ G. Edgar Downing, Jr.
		G. Edgar Downing, Jr.
		Secretary
Dated: November 5, 2007		Secretary

3Exhibit Index


Exhibit No.		Description
2.1		Limited Liability Company Agreement of Mississippi Hub Acquisition Company, LLC October 31, 2007

2.2		Membership Interest Purchase Agreement, dated October 31, 2007, among Mississippi Hub Acquisition Company, LLC, Theo B. Bean, Jr. and Theo B. Bean, Jr., as trustee for The Theo B. Bean, Jr. Family Trust.

2.3		Purchase and Sale Agreement, dated October 31, 2007, between Mississippi Hub Acquisition Company, LLC and BRI-Marsh, L.L.C.

99.1		Press Release, dated October 31, 2007.

Filing Compare · ENERGYSOUTH INC