content: <PAGE>   1
                                                         Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                  ENERGYSOUTH, INC.
               (Exact name of registrant as specified in its charter)
                    (successor to MOBILE GAS SERVICE CORPORATION)
  
                                     ----------
  
         ALABAMA                                          58-2358943
  (State of Incorporation)                    (I.R.S. Employer Identification No.)
  
                                 2828 Dauphin Street
                                Mobile, Alabama 36606
                                   (334) 450-4774
     (Address, including zip code, and telephone number, including area code, of
                     registrant's principal executive offices)
  
                      AMENDED AND RESTATED STOCK OPTION PLAN OF
                                  ENERGYSOUTH, INC.
                      (formerly Mobile Gas Service Corporation
                               1992 Stock Option Plan)
                              (full title of the Plan)
  
                                    JOHN S. DAVIS
                                      President
                                 2828 Dauphin Street
                                Mobile, Alabama 36606
                              Telephone: (334) 450-4774
   (Name, address, including zip code, and telephone number, including area code,
                                of agent for service)
  
                                     ----------
  
                          Copies of all communications to:
                                  E. B. PEEBLES III
                             Armbrecht, Jackson, DeMouy,
                           Crowe, Holmes & Reeves, L.L.C.
                                1300 Riverview Plaza
                                Mobile, Alabama 36602
                                   (334) 432-6751
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==========================================================================================================
  Title of each class                              Proposed maximum     Proposed maximum        Amount of 
  of securities to             Amount to be        offering price       aggregate offering      registration
  be registered                registered(1)       per share(2)         price(2)                fee(2)
  ----------------------------------------------------------------------------------------------------------
  <S>                          <C>                 <C>                  <C>                     <C>    
  Common Stock, $.01 par       125,000 shares          $21.00               $2,625,000             $795.45
  value
  ==========================================================================================================
  </TABLE>
  
  (1)  Represents additional shares of Common Stock issuable pursuant to the
       Amended and Restated Stock Option Plan of EnergySouth, Inc. (the "Plan") by
       virtue of an amendment to the Plan increasing the number of shares issuable
       thereunder from 225,000 to 350,000. See EXPLANATORY NOTE below. Also
       includes an indeterminable number of shares that might become issuable
       pursuant to antidulution adjustment provisions of the Plan.
  
  (2)  Estimated solely for the purpose of calculating the registration fee; in
       accordance with Rule 457(c), calculated on the basis of average of high and
       low prices for shares of common stock, $.01 par value per share, of
       EnergySouth, Inc. on the NASDAQ National Market on February 19, 1999.
  
  ================================================================================
  
                                Exhibit Index Page 10
  
  
  <PAGE>   2
                                  EXPLANATORY NOTE
  
  Mobile Gas Service Corporation ("Mobile Gas") previously registered 150,000
  shares of common stock of Mobile Gas ("Mobile Gas Common Stock") issuable
  pursuant to the Mobile Gas Service Corporation 1992 Stock Option Plan ("the
  Plan"), and filing fees of $1,154.30 were paid with respect to same, on the
  Registration Statement on Form S-8 (No. 33-66474) of Mobile Gas. EnergySouth,
  Inc. ("Registrant") is the successor issuer to Mobile Gas pursuant to the
  Agreement and Plan of Merger referenced as Exhibit 99.1 hereto (the "Merger
  Agreement") and, pursuant to Rule 414(d) under the Securities Act of 1933, as
  amended (the "Act"), hereby expressly adopts Mobile Gas's Registration
  Statement on Form S-8 (No. 33-66474) as Registrant's own registration statement
  for all purposes of the Act and the Securities Exchange Act of 1934, as
  amended. The contents of Registration Statement No. 33-66474 are incorporated
  herein by reference. Pursuant to the Merger Agreement, (a) on February 2, 1998
  each two shares of Mobile Gas Common Stock then outstanding were converted into
  three shares of common stock, $.01 par value per share, of the Registrant
  ("Common Stock"), (b) the Plan was amended to utilize Common Stock instead of
  Mobile Gas Common Stock and pursuant to the antidilution provisions of the Plan
  the number of shares issuable pursuant to the Plan were correspondingly
  adjusted from 150,000 shares of Mobile Gas Common Stock to 225,000 shares of
  Common Stock, and (c) the Plan was assumed by the Registrant. Of such 225,000
  shares of Common Stock, 67,500 shares remained available for option grants
  prior to January 29, 1999, 1,850 shares had been issued upon exercise of
  options, and 155,650 shares were subject to options not yet exercised. On
  January 29, 1999, stockholders of the Registrant approved an amendment of the
  Plan to increase the number of shares of Common Stock issuable thereunder by
  125,000 shares, to 350,000 shares. The 125,000 shares registered hereunder are
  in addition to the 225,000 shares of Common Stock into which said 150,000
  shares of previously-registered Mobile Gas Common Stock were converted as a
  result of the Merger.
  
  
                                          1
  
  <PAGE>   3
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated herein by reference and made a part hereof:
  
           (a) the Registrant's latest Annual Report on Form 10-K for the fiscal
  year ended September 30, 1998.
  
           (b) All other reports filed by the Registrant pursuant to Section 13(a)
  or 15(d) of the Securities and Exchange Act of 1934 ("Exchange Act") since
  September 30, 1998.
  
           (c) the Registrant's definitive proxy statement filed pursuant to
  Section 14 of the Exchange Act in connection with the Registrant's January 29,
  1999 annual meeting of shareholders.
  
           (d) the description of the Registrant's $.01 par value common stock
  contained in a registration statement filed under Section 12 of the Exchange
  Act, including any amendment or reports filed for the purpose of updating such
  description.
  
           All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates what all securities offered hereby have
  been sold or which deregisters all securities offered hereby then unsold, shall
  be deemed to be incorporated by reference herein and to be a part hereof from
  the date of filing of such documents.
  
  ITEM 4:  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5:  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           Certain legal matters with respect to the Plan and in connection with
  the issuance of Common Stock pursuant thereto have been passed upon for the
  Registrant by Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves, L.L.C. Members
  of such law firm who participated in the representation of the Registrant and
  their spouses beneficially owned 17,337 shares of Common Stock as of January 31,
  1999.
  
  
                                          2
  
  <PAGE>   4
  ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                                         (a)
  
           Sections 10-2B-8.51 et seq. of the Alabama Code provide that the
  Registrant may indemnify a director or officer as follows:
  
           Section 10-2B-8.51. Authority to indemnify.
  
           (a) Except as provided in subsection (d), a corporation may indemnify
           an individual made a party to a proceeding because he or she is or was
           a director against liability incurred in the proceeding if:
  
                 (1) The individual conducted himself or herself in good faith;
                 and
  
                 (2) The individual reasonably believed:
  
                      (i) In the case of conduct in his or her official capacity
                      with the corporation, that the conduct was in its best
                      interests; and
  
                      (ii) In all other cases, that the conduct was at least not
                      opposed to its best interests; and
  
                 (3) In the case of any criminal proceeding, the individual had no
                 reasonable cause to believe his or her conduct was unlawful.
  
           (b) A director's conduct with respect to an employee benefit plan for a
           purpose he or she reasonably believed to be in the interests of the
           participants in, and beneficiaries of the plan is conduct that
           satisfies the requirement of subsection (a)(2)(ii).
  
           (c) The termination of a proceeding by judgment, order, settlement,
           conviction, or upon a plea of nolo contendere or its equivalent is not,
           of itself, determinative that the director did not meet the standard of
           conduct described in this section.
  
           (d) A corporation may not indemnify a director under this section:
  
                 (1) In connection with a proceeding by or in the right of the
                 corporation in which the director was adjudged liable to the
                 corporation; or
  
                 (2) In connection with any other proceeding charging improper
                 personal benefit to the director, whether or not involving action
                 in his or her official capacity, in which the director was
                 adjudged liable on the basis that personal benefit was improperly
                 received by him or her.
  
           (e) Indemnification permitted under this section in connection with a
           proceeding by or in the right of the corporation is limited to
           reasonable expenses incurred in connection with the proceeding.
  
           Section 10-2B-8.52. Mandatory indemnification.
  
           A corporation shall indemnify a director who was successful, on the
  merits or otherwise,
  
  
                                          3
  
  <PAGE>   5
           in the defense of any proceeding, or of any claim, issue or matter in
           such proceeding, here he or she was a party because he or she is or was
           a director of the corporation, against reasonable expenses incurred in
           connection therewith, notwithstanding that he or she was not successful
           on any other claim, issue or matter in any such proceeding.
  
           Section 10-2B-8.55. Determination and authorization of indemnification.
  
           (a) A corporation may not indemnify a director under Section 10-2B-8.51
           unless authorized in the specific case after a determination has been
           made that indemnification of the director is permissible in the
           circumstances because the director has met the standard of conduct set
           forth in Section 10-2B-8.51.
  
           (b) The determination shall be made:
  
                 (1) By the board of directors by majority vote of a quorum
                 consisting of directors not at the time parties to the
                 proceeding;
  
                 (2) If a quorum cannot be obtained under subdivision (1), by
                 majority vote of a committee duly designated by the board of
                 directors (in which designation directors who are parties may
                 participate) consisting solely of two or more directors not at
                 the time parties to the proceeding;
  
                 (3) By special legal counsel;
  
                      (i) Selected by the board of directors or its committee in
                      the manner prescribed in subdivision (1) or (2); or
  
                      (ii) If a quorum of the board of directors cannot be
                      obtained under subdivision (1) and a committee cannot be
                      designated under subdivision (2), selected by majority vote
                      of the full board of directors (in which selection directors
                      who are parties may participate); or
  
                 (4) By the shareholders, but shares owned by or voted under the
                 control of directors who are at the time parties to the
                 proceeding may not be voted on the determination. A majority of
                 the shares that are entitled to vote on the transaction by virtue
                 of not being owned by or under the control of such directors
                 constitutes a quorum for the purpose of taking action under this
                 section.
  
           (c) Authorization of indemnification and evaluation as to
           reasonableness of expenses shall be made in the same manner as the
           determination that indemnification is permissible, except that if the
           determination is made by special legal counsel, authorization of
           indemnification and evaluation as to reasonableness of expenses shall
           be made by those entitled under subsection (b)(3) to select counsel.
  
           Section 10-2B-8.56. Indemnification of officers, employees, and agents.
  
           (a) An officer of a corporation who is not a director is entitled to
           mandatory indemnification under Section 10-2B-8.52, and is entitled to
           apply for court-ordered
  
  
                                          4
  
  <PAGE>   6
           indemnification under Section 10-2B-8.54, in each case to the same
           extent as a director.
  
           (b) A corporation may indemnify and may advance expenses under Division
           E of this article to an officer, employee, or agent of the corporation
           who is not a director to the same extent as to a director.
  
                                         (b)
  
           The Company's by-laws contain provisions for indemnification of
  directors and officers of the company as follows:
  
                                    ARTICLE VIII
  
                         INDEMNIFICATION AND RELATED MATTERS
  
           Each person who is or was a director or officer of the Corporation and
           who was or is a party or was or is threatened to be made a party to any
           threatened, pending or completed claim, action, suit or proceeding,
           whether civil, criminal, administrative or investigative, including
           appeals, by reason of the fact that he is or was a director or officer
           of the Corporation, or is or was serving at the request of the
           Corporation as a director, officer, employee, agent or trustee of
           another corporation, partnership, joint venture, trust, employee
           benefit plan or other enterprise, shall be indemnified by the
           Corporation as a matter of right against any and all expenses
           (including attorneys' fees) actually and reasonably incurred by him and
           against any and all claims, judgments , fines, penalties, liabilities
           and amounts paid in settlement actually incurred by him in defense of
           such claim, action, suit or proceeding, including appeals, to the full
           extent permitted by applicable law. The indemnification provided by
           this Section shall inure to the benefit of the heirs, executors and
           administrators of such person. Expenses (including attorneys' fees)
           incurred by a director or officer of the Corporation with respect to
           the defense of any such claim, action, suit or proceeding may be
           advanced by the Corporation prior to the final disposition of such
           claim, action suit or proceeding, as authorized by the Board of
           Directors in the specific case, upon receipt of an undertaking by or on
           behalf of such director or officer to repay such amount if and to the
           extent it shall be ultimately determined that he is not entitled to be
           indemnified by the Corporation as authorized under this Article or
           applicable law; provided, however, that the advancement of such
           expenses shall not be deemed to be indemnification unless and until it
           shall ultimately be determined that such person is entitled to be
           indemnified by the Corporation.
  
           The Corporation shall make such reports to its Stockholders regarding
           indemnification or advancement of expenses as may be required by law.
           The Corporation may purchase and maintain insurance at the expense of
           the Corporation on behalf of any person who is or was a director,
           officer, employee or agent of the Corporation or any person who is or
           was serving at the request of the Corporation as a director (or the
           equivalent), officer,
  
  
                                          5
  
  <PAGE>   7
           employee, agent or trustee of another corporation, partnership, joint
           venture, trust, employee benefit plan or other enterprise, against any
           liability or expense (including attorneys' fees) asserted against him
           and incurred by him in any such capacity, or arising out of his status
           as such, whether or not the Corporation would have the power to
           indemnify him against such liability or expense under this Section or
           otherwise.
  
           The foregoing rights shall not be exclusive of any other rights to
           which such director or officer may otherwise be entitled and shall be
           available whether or not the director or officer continues to be a
           director or officer at the time of incurring any such expenses and
           liabilities.
  
           If any word, clause or provision of the Bylaws or any indemnification
           made under Article VIII hereof shall for any reason be determined to be
           invalid, the provisions of the Bylaws shall not otherwise be affected
           thereby but shall remain in full force and effect.
  
                                         (c)
  
           The Plan provides that members of the Committee will not be personally
  liable for any action, determination or interpretation made in good faith with
  respect to the Plan, and will be fully protected by the Company in respect to
  any such action, determination or interpretation.
  
                                         (d)
  
           The Registrant has entered into indemnification agreements with
  directors and certain officers of the Registrant which provide certain
  contractual rights to indemnification in addition to the indemnification
  provisions of Alabama law and the Registrant's by-laws.
  
  ITEM 7:  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8:  EXHIBITS.
  
           The exhibits to the Registration Statement are listed in the Exhibit
  Index elsewhere herein.
  
  ITEM 9:  UNDERTAKINGS.
  
           (a) The undersigned Registrant hereby undertakes:
  
               (1) to file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement: (i)
           to include any prospectus required by Section
  
  
                                          6
  
  <PAGE>   8
           10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any
           facts or events arising after the effective date of the Registration
           Statement (or the most recent post-effective amendment thereof) which,
           individually or in the aggregate, represent a fundamental change in the
           information set forth in the Registration Statement; (iii) to include
           any material information with respect to the plan of distribution not
           previously disclosed in the Registration Statement or material change
           to such information in the Registration Statement; provided, however,
           that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
           information required to be included in the post-effective amendment to
           those paragraphs is contained in periodic reports filed by the
           Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
           that are incorporated by reference in this Registration Statement.
  
               (2) that, for the purpose of determining any liability under the 
           Securities Act, each such post-effective amendment shall be deemed
           to be a new Registration Statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
               (3) to remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
           (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act that is incorporated by reference in the Registration Statement shall be
  deemed to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
           (h) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers, and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer, or controlling persons of the
  Registrant in the successful defense of any action, suit or proceedings) is
  asserted by such director, officer, or controlling person in connection with the
  securities being registered, the Registrant will, unless in the opinion of its
  counsel the matter has been settled by controlling precedent, submit to a court
  of appropriate jurisdiction to question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed by
  the final adjudication of such issue.
  
  
                                          7
  
  <PAGE>   9
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8, and has duly caused this Registration 
  Statement to be signed on its behalf by the undersigned, thereunto duly 
  authorized in the City of Mobile, State of Alabama, on February 19, 1999.
  
                                          ENERGYSOUTH, INC.
  
                                          Registrant
  
                                          By: /s/ Charles P. Huffman  
                                              ------------------------------------
                                                  Charles P.  Huffman
                                                  Chief Financial Officer
                                                  and Treasurer
  
  
                                  POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints John S. Davis, Charles P. Huffman and G. Edgar Downing,
  and each of them, his true and lawful attorneys-in-fact and agents, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the same,
  with all exhibits thereto, and other documents in connection therewith, with the
  Securities and Exchange Commission, and to make any and all state securities law
  or blue sky filings, granting unto said attorneys-in-fact and agents, and each
  of them, full power and authority to do and perform each and every act and thing
  requisite or necessary to be done in and about the premises, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents or any of them, or their
  or his substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons on behalf of the Registrant
  in the capacities and on the dates indicated:
  
  <TABLE>
  <CAPTION>
             Signature                                    Title                               Date
  <S>                                         <C>                                      <C> 
  /s/ John S. Davis                           Director, President and Chief            February 19, 1999
  ---------------------------------------     Executive Officer (Principal  
      John S. Davis                           Executive Officer)            
                                              
  
  /s/ Charles P. Huffman                      Vice President, Chief Financial          February 19, 1999
  ---------------------------------------     Officer and Treasurer (Principal  
      Charles P. Huffman                      Financial and Accounting Officer) 
                                              
  </TABLE>
  
  
  
  <PAGE>   10
  <TABLE>
  <S>                                         <C>                                      <C> 
  /s/ William J. Hearin                       Director, Chairman                       February 19, 1999
  ---------------------------------------
      William J. Hearin
  
  
  /s/ Joseph G. Hollis, Jr.                   Director                                 February 19, 1999
  ---------------------------------------
      Joseph G. Hollis, Jr.
  
  
  /s/ Walter L. Hovell                        Director                                 February 19, 1999
  ---------------------------------------
      Walter L. Hovell
  
  
  /s/ John . Hope                             Director                                 February 19, 1999
  ---------------------------------------
      John C. Hope
  
  
  /s/ Gaylord C. Lyon                         Director                                 February 19, 1999
  ---------------------------------------
      Gaylord C. Lyon
  
  
  /s/ G. Montgomery Mitchell                  Director                                 February 19, 1999
  ---------------------------------------
      G. Montgomery Mitchell
  
  
  /s/ S. Felton Mitchell, Jr.                 Director                                 February 19, 1999
  ---------------------------------------
      S. Felton Mitchell, Jr.
  
  
  /s/ F. B. Muhlfeld                          Director                                 February 19, 1999
  ---------------------------------------
      F. B. Muhlfeld
  
  
  /s/ E. B. Peebles, Jr.                      Director                                 February 19, 1999
  ---------------------------------------
      E. B. Peebles, Jr.
  
  
  /s/ Thomas B. Van Antwerp                   Director                                 February 19, 1999
  ---------------------------------------
      Thomas B. Van Antwerp
  </TABLE>
  
  
  
  <PAGE>   11
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit 
  Number                            Description
  -------                           -----------
  <S>            <C>
     5           Opinion of Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves,
                 L.L.C. with respect to legality of securities registered
  
     23.1        Consent of Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves,
                 L.L.C. (included in Exhibit 5)
  
     23.2        Independent Auditors' Consent.
  
     24          Power of Attorney (included with signature page in Part II of
                 this registration statement)
  
     99.1        Agreement and Plan of Merger (incorporated by reference to
                 Exhibit 2.1 to Registrant's Registration Statement on Form S-4
                 (No. 333-42057))
  
     99.2        Amended and Restated Stock Option Plan of EnergySouth, Inc., as
                 amended (incorporated by reference to Exhibit 10(r)-1 to
                 Registrant's Quarterly Report on Form 10-Q for the quarter ended
                 December 31, 1998).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29380}]
metadata_filer: {"company-data": {"conformed-name": "ENERGYSOUTH INC", "cik": "0001051286", "assigned-sic": "1311", "irs-number": "582358943", "state-of-incorporation": "AL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72959", "film-number": "99550430"}, "business-address": {"street1": "2828 DAUPHIA ST.", "city": "MOBILE", "state": "AL", "zip": "36606", "phone": "3344762720"}, "mail-address": {"street1": "2828 DUAPHIA STREET", "city": "MOBILE", "state": "AL", "zip": "36606"}}
text: 1
                                                         Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                  ENERGYSOUTH, INC.
               (Exact name of registrant as specified in its charter)
                    (successor to MOBILE GAS SERVICE CORPORATION)
  
                                     ----------
  
         ALABAMA                                          58-2358943
  (State of Incorporation)                    (I.R.S. Employer Identification No.)
  
                                 2828 Dauphin Street
                                Mobile, Alabama 36606
                                   (334) 450-4774
     (Address, including zip code, and telephone number, including area code, of
                     registrant's principal executive offices)
  
                      AMENDED AND RESTATED STOCK OPTION PLAN OF
                                  ENERGYSOUTH, INC.
                      (formerly Mobile Gas Service Corporation
                               1992 Stock Option Plan)
                              (full title of the Plan)
  
                                    JOHN S. DAVIS
                                      President
                                 2828 Dauphin Street
                                Mobile, Alabama 36606
                              Telephone: (334) 450-4774
   (Name, address, including zip code, and telephone number, including area code,
                                of agent for service)
  
                                     ----------
  
                          Copies of all communications to:
                                  E. B. PEEBLES III
                             Armbrecht, Jackson, DeMouy,
                           Crowe, Holmes & Reeves, L.L.C.
                                1300 Riverview Plaza
                                Mobile, Alabama 36602
                                   (334) 432-6751
  
                           CALCULATION OF REGISTRATION FEE
  ==========================================================================================================
  Title of each class                              Proposed maximum     Proposed maximum        Amount of 
  of securities to             Amount to be        offering price       aggregate offering      registration
  be registered                registered(1)       per share(2)         price(2)                fee(2)
  ----------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par       125,000 shares          $21.00               $2,625,000             $795.45
  value
  ==========================================================================================================
  (1)  Represents additional shares of Common Stock issuable pursuant to the
       Amended and Restated Stock Option Plan of EnergySouth, Inc. (the "Plan") by
       virtue of an amendment to the Plan increasing the number of shares issuable
       thereunder from 225,000 to 350,000. See EXPLANATORY NOTE below. Also
       includes an indeterminable number of shares that might become issuable
       pursuant to antidulution adjustment provisions of the Plan.
  
  (2)  Estimated solely for the purpose of calculating the registration fee; in
       accordance with Rule 457(c), calculated on the basis of average of high and
       low prices for shares of common stock, $.01 par value per share, of
       EnergySouth, Inc. on the NASDAQ National Market on February 19, 1999.
  
  ================================================================================
  
                                Exhibit Index Page 10
  2
                                  EXPLANATORY NOTE
  
  Mobile Gas Service Corporation ("Mobile Gas") previously registered 150,000
  shares of common stock of Mobile Gas ("Mobile Gas Common Stock") issuable
  pursuant to the Mobile Gas Service Corporation 1992 Stock Option Plan ("the
  Plan"), and filing fees of $1,154.30 were paid with respect to same, on the
  Registration Statement on Form S-8 (No. 33-66474) of Mobile Gas. EnergySouth,
  Inc. ("Registrant") is the successor issuer to Mobile Gas pursuant to the
  Agreement and Plan of Merger referenced as Exhibit 99.1 hereto (the "Merger
  Agreement") and, pursuant to Rule 414(d) under the Securities Act of 1933, as
  amended (the "Act"), hereby expressly adopts Mobile Gas's Registration
  Statement on Form S-8 (No. 33-66474) as Registrant's own registration statement
  for all purposes of the Act and the Securities Exchange Act of 1934, as
  amended. The contents of Registration Statement No. 33-66474 are incorporated
  herein by reference. Pursuant to the Merger Agreement, (a) on February 2, 1998
  each two shares of Mobile Gas Common Stock then outstanding were converted into
  three shares of common stock, $.01 par value per share, of the Registrant
  ("Common Stock"), (b) the Plan was amended to utilize Common Stock instead of
  Mobile Gas Common Stock and pursuant to the antidilution provisions of the Plan
  the number of shares issuable pursuant to the Plan were correspondingly
  adjusted from 150,000 shares of Mobile Gas Common Stock to 225,000 shares of
  Common Stock, and (c) the Plan was assumed by the Registrant. Of such 225,000
  shares of Common Stock, 67,500 shares remained available for option grants
  prior to January 29, 1999, 1,850 shares had been issued upon exercise of
  options, and 155,650 shares were subject to options not yet exercised. On
  January 29, 1999, stockholders of the Registrant approved an amendment of the
  Plan to increase the number of shares of Common Stock issuable thereunder by
  125,000 shares, to 350,000 shares. The 125,000 shares registered hereunder are
  in addition to the 225,000 shares of Common Stock into which said 150,000
  shares of previously-registered Mobile Gas Common Stock were converted as a
  result of the Merger.
  
                                          1
  3
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated herein by reference and made a part hereof:
  
           (a) the Registrant's latest Annual Report on Form 10-K for the fiscal
  year ended September 30, 1998.
  
           (b) All other reports filed by the Registrant pursuant to Section 13(a)
  or 15(d) of the Securities and Exchange Act of 1934 ("Exchange Act") since
  September 30, 1998.
  
           (c) the Registrant's definitive proxy statement filed pursuant to
  Section 14 of the Exchange Act in connection with the Registrant's January 29,
  1999 annual meeting of shareholders.
  
           (d) the description of the Registrant's $.01 par value common stock
  contained in a registration statement filed under Section 12 of the Exchange
  Act, including any amendment or reports filed for the purpose of updating such
  description.
  
           All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates what all securities offered hereby have
  been sold or which deregisters all securities offered hereby then unsold, shall
  be deemed to be incorporated by reference herein and to be a part hereof from
  the date of filing of such documents.
  
  ITEM 4:  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5:  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           Certain legal matters with respect to the Plan and in connection with
  the issuance of Common Stock pursuant thereto have been passed upon for the
  Registrant by Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves, L.L.C. Members
  of such law firm who participated in the representation of the Registrant and
  their spouses beneficially owned 17,337 shares of Common Stock as of January 31,
  1999.
  
                                          2
  4
  ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                                         (a)
  
           Sections 10-2B-8.51 et seq. of the Alabama Code provide that the
  Registrant may indemnify a director or officer as follows:
  
           Section 10-2B-8.51. Authority to indemnify.
  
           (a) Except as provided in subsection (d), a corporation may indemnify
           an individual made a party to a proceeding because he or she is or was
           a director against liability incurred in the proceeding if:
  
                 (1) The individual conducted himself or herself in good faith;
                 and
  
                 (2) The individual reasonably believed:
  
                      (i) In the case of conduct in his or her official capacity
                      with the corporation, that the conduct was in its best
                      interests; and
  
                      (ii) In all other cases, that the conduct was at least not
                      opposed to its best interests; and
  
                 (3) In the case of any criminal proceeding, the individual had no
                 reasonable cause to believe his or her conduct was unlawful.
  
           (b) A director's conduct with respect to an employee benefit plan for a
           purpose he or she reasonably believed to be in the interests of the
           participants in, and beneficiaries of the plan is conduct that
           satisfies the requirement of subsection (a)(2)(ii).
  
           (c) The termination of a proceeding by judgment, order, settlement,
           conviction, or upon a plea of nolo contendere or its equivalent is not,
           of itself, determinative that the director did not meet the standard of
           conduct described in this section.
  
           (d) A corporation may not indemnify a director under this section:
  
                 (1) In connection with a proceeding by or in the right of the
                 corporation in which the director was adjudged liable to the
                 corporation; or
  
                 (2) In connection with any other proceeding charging improper
                 personal benefit to the director, whether or not involving action
                 in his or her official capacity, in which the director was
                 adjudged liable on the basis that personal benefit was improperly
                 received by him or her.
  
           (e) Indemnification permitted under this section in connection with a
           proceeding by or in the right of the corporation is limited to
           reasonable expenses incurred in connection with the proceeding.
  
           Section 10-2B-8.52. Mandatory indemnification.
  
           A corporation shall indemnify a director who was successful, on the
  merits or otherwise,
  
                                          3
  5
           in the defense of any proceeding, or of any claim, issue or matter in
           such proceeding, here he or she was a party because he or she is or was
           a director of the corporation, against reasonable expenses incurred in
           connection therewith, notwithstanding that he or she was not successful
           on any other claim, issue or matter in any such proceeding.
  
           Section 10-2B-8.55. Determination and authorization of indemnification.
  
           (a) A corporation may not indemnify a director under Section 10-2B-8.51
           unless authorized in the specific case after a determination has been
           made that indemnification of the director is permissible in the
           circumstances because the director has met the standard of conduct set
           forth in Section 10-2B-8.51.
  
           (b) The determination shall be made:
  
                 (1) By the board of directors by majority vote of a quorum
                 consisting of directors not at the time parties to the
                 proceeding;
  
                 (2) If a quorum cannot be obtained under subdivision (1), by
                 majority vote of a committee duly designated by the board of
                 directors (in which designation directors who are parties may
                 participate) consisting solely of two or more directors not at
                 the time parties to the proceeding;
  
                 (3) By special legal counsel;
  
                      (i) Selected by the board of directors or its committee in
                      the manner prescribed in subdivision (1) or (2); or
  
                      (ii) If a quorum of the board of directors cannot be
                      obtained under subdivision (1) and a committee cannot be
                      designated under subdivision (2), selected by majority vote
                      of the full board of directors (in which selection directors
                      who are parties may participate); or
  
                 (4) By the shareholders, but shares owned by or voted under the
                 control of directors who are at the time parties to the
                 proceeding may not be voted on the determination. A majority of
                 the shares that are entitled to vote on the transaction by virtue
                 of not being owned by or under the control of such directors
                 constitutes a quorum for the purpose of taking action under this
                 section.
  
           (c) Authorization of indemnification and evaluation as to
           reasonableness of expenses shall be made in the same manner as the
           determination that indemnification is permissible, except that if the
           determination is made by special legal counsel, authorization of
           indemnification and evaluation as to reasonableness of expenses shall
           be made by those entitled under subsection (b)(3) to select counsel.
  
           Section 10-2B-8.56. Indemnification of officers, employees, and agents.
  
           (a) An officer of a corporation who is not a director is entitled to
           mandatory indemnification under Section 10-2B-8.52, and is entitled to
           apply for court-ordered
  
                                          4
  6
           indemnification under Section 10-2B-8.54, in each case to the same
           extent as a director.
  
           (b) A corporation may indemnify and may advance expenses under Division
           E of this article to an officer, employee, or agent of the corporation
           who is not a director to the same extent as to a director.
  
                                         (b)
  
           The Company's by-laws contain provisions for indemnification of
  directors and officers of the company as follows:
  
                                    ARTICLE VIII
  
                         INDEMNIFICATION AND RELATED MATTERS
  
           Each person who is or was a director or officer of the Corporation and
           who was or is a party or was or is threatened to be made a party to any
           threatened, pending or completed claim, action, suit or proceeding,
           whether civil, criminal, administrative or investigative, including
           appeals, by reason of the fact that he is or was a director or officer
           of the Corporation, or is or was serving at the request of the
           Corporation as a director, officer, employee, agent or trustee of
           another corporation, partnership, joint venture, trust, employee
           benefit plan or other enterprise, shall be indemnified by the
           Corporation as a matter of right against any and all expenses
           (including attorneys' fees) actually and reasonably incurred by him and
           against any and all claims, judgments , fines, penalties, liabilities
           and amounts paid in settlement actually incurred by him in defense of
           such claim, action, suit or proceeding, including appeals, to the full
           extent permitted by applicable law. The indemnification provided by
           this Section shall inure to the benefit of the heirs, executors and
           administrators of such person. Expenses (including attorneys' fees)
           incurred by a director or officer of the Corporation with respect to
           the defense of any such claim, action, suit or proceeding may be
           advanced by the Corporation prior to the final disposition of such
           claim, action suit or proceeding, as authorized by the Board of
           Directors in the specific case, upon receipt of an undertaking by or on
           behalf of such director or officer to repay such amount if and to the
           extent it shall be ultimately determined that he is not entitled to be
           indemnified by the Corporation as authorized under this Article or
           applicable law; provided, however, that the advancement of such
           expenses shall not be deemed to be indemnification unless and until it
           shall ultimately be determined that such person is entitled to be
           indemnified by the Corporation.
  
           The Corporation shall make such reports to its Stockholders regarding
           indemnification or advancement of expenses as may be required by law.
           The Corporation may purchase and maintain insurance at the expense of
           the Corporation on behalf of any person who is or was a director,
           officer, employee or agent of the Corporation or any person who is or
           was serving at the request of the Corporation as a director (or the
           equivalent), officer,
  
                                          5
  7
           employee, agent or trustee of another corporation, partnership, joint
           venture, trust, employee benefit plan or other enterprise, against any
           liability or expense (including attorneys' fees) asserted against him
           and incurred by him in any such capacity, or arising out of his status
           as such, whether or not the Corporation would have the power to
           indemnify him against such liability or expense under this Section or
           otherwise.
  
           The foregoing rights shall not be exclusive of any other rights to
           which such director or officer may otherwise be entitled and shall be
           available whether or not the director or officer continues to be a
           director or officer at the time of incurring any such expenses and
           liabilities.
  
           If any word, clause or provision of the Bylaws or any indemnification
           made under Article VIII hereof shall for any reason be determined to be
           invalid, the provisions of the Bylaws shall not otherwise be affected
           thereby but shall remain in full force and effect.
  
                                         (c)
  
           The Plan provides that members of the Committee will not be personally
  liable for any action, determination or interpretation made in good faith with
  respect to the Plan, and will be fully protected by the Company in respect to
  any such action, determination or interpretation.
  
                                         (d)
  
           The Registrant has entered into indemnification agreements with
  directors and certain officers of the Registrant which provide certain
  contractual rights to indemnification in addition to the indemnification
  provisions of Alabama law and the Registrant's by-laws.
  
  ITEM 7:  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8:  EXHIBITS.
  
           The exhibits to the Registration Statement are listed in the Exhibit
  Index elsewhere herein.
  
  ITEM 9:  UNDERTAKINGS.
  
           (a) The undersigned Registrant hereby undertakes:
  
               (1) to file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement: (i)
           to include any prospectus required by Section
  
                                          6
  8
           10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any
           facts or events arising after the effective date of the Registration
           Statement (or the most recent post-effective amendment thereof) which,
           individually or in the aggregate, represent a fundamental change in the
           information set forth in the Registration Statement; (iii) to include
           any material information with respect to the plan of distribution not
           previously disclosed in the Registration Statement or material change
           to such information in the Registration Statement; provided, however,
           that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
           information required to be included in the post-effective amendment to
           those paragraphs is contained in periodic reports filed by the
           Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
           that are incorporated by reference in this Registration Statement.
  
               (2) that, for the purpose of determining any liability under the 
           Securities Act, each such post-effective amendment shall be deemed
           to be a new Registration Statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
               (3) to remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
           (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act that is incorporated by reference in the Registration Statement shall be
  deemed to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial bona fide offering thereof.
  
           (h) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers, and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer, or controlling persons of the
  Registrant in the successful defense of any action, suit or proceedings) is
  asserted by such director, officer, or controlling person in connection with the
  securities being registered, the Registrant will, unless in the opinion of its
  counsel the matter has been settled by controlling precedent, submit to a court
  of appropriate jurisdiction to question whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed by
  the final adjudication of such issue.
  
                                          7
  9
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8, and has duly caused this Registration 
  Statement to be signed on its behalf by the undersigned, thereunto duly 
  authorized in the City of Mobile, State of Alabama, on February 19, 1999.
  
                                          ENERGYSOUTH, INC.
  
                                          Registrant
  
                                          By: /s/ Charles P. Huffman  
                                              ------------------------------------
                                                  Charles P.  Huffman
                                                  Chief Financial Officer
                                                  and Treasurer
  
                                  POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints John S. Davis, Charles P. Huffman and G. Edgar Downing,
  and each of them, his true and lawful attorneys-in-fact and agents, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the same,
  with all exhibits thereto, and other documents in connection therewith, with the
  Securities and Exchange Commission, and to make any and all state securities law
  or blue sky filings, granting unto said attorneys-in-fact and agents, and each
  of them, full power and authority to do and perform each and every act and thing
  requisite or necessary to be done in and about the premises, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents or any of them, or their
  or his substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons on behalf of the Registrant
  in the capacities and on the dates indicated:
  Signature                                    Title                               Date
  /s/ John S. Davis                           Director, President and Chief            February 19, 1999
  ---------------------------------------     Executive Officer (Principal  
      John S. Davis                           Executive Officer)            
                                              
  
  /s/ Charles P. Huffman                      Vice President, Chief Financial          February 19, 1999
  ---------------------------------------     Officer and Treasurer (Principal  
      Charles P. Huffman                      Financial and Accounting Officer)
  10
  /s/ William J. Hearin                       Director, Chairman                       February 19, 1999
  ---------------------------------------
      William J. Hearin
  
  /s/ Joseph G. Hollis, Jr.                   Director                                 February 19, 1999
  ---------------------------------------
      Joseph G. Hollis, Jr.
  
  /s/ Walter L. Hovell                        Director                                 February 19, 1999
  ---------------------------------------
      Walter L. Hovell
  
  /s/ John . Hope                             Director                                 February 19, 1999
  ---------------------------------------
      John C. Hope
  
  /s/ Gaylord C. Lyon                         Director                                 February 19, 1999
  ---------------------------------------
      Gaylord C. Lyon
  
  /s/ G. Montgomery Mitchell                  Director                                 February 19, 1999
  ---------------------------------------
      G. Montgomery Mitchell
  
  /s/ S. Felton Mitchell, Jr.                 Director                                 February 19, 1999
  ---------------------------------------
      S. Felton Mitchell, Jr.
  
  /s/ F. B. Muhlfeld                          Director                                 February 19, 1999
  ---------------------------------------
      F. B. Muhlfeld
  
  /s/ E. B. Peebles, Jr.                      Director                                 February 19, 1999
  ---------------------------------------
      E. B. Peebles, Jr.
  
  /s/ Thomas B. Van Antwerp                   Director                                 February 19, 1999
  ---------------------------------------
      Thomas B. Van Antwerp
  11
                                   EXHIBIT INDEX
  Exhibit 
  Number                            Description
  -------                           -----------
  5           Opinion of Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves,
                 L.L.C. with respect to legality of securities registered
  
     23.1        Consent of Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves,
                 L.L.C. (included in Exhibit 5)
  
     23.2        Independent Auditors' Consent.
  
     24          Power of Attorney (included with signature page in Part II of
                 this registration statement)
  
     99.1        Agreement and Plan of Merger (incorporated by reference to
                 Exhibit 2.1 to Registrant's Registration Statement on Form S-4
                 (No. 333-42057))
  
     99.2        Amended and Restated Stock Option Plan of EnergySouth, Inc., as
                 amended (incorporated by reference to Exhibit 10(r)-1 to
                 Registrant's Quarterly Report on Form 10-Q for the quarter ended
                 December 31, 1998).