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                                                                 EXHIBIT 4(d)(i)

                              OFFICERS' CERTIFICATE
                    PURSUANT TO SECTION 301 OF THE INDENTURE


                  We, the undersigned Wm. M. Warren, Jr. and G. C. Ketcham,
President and Executive Vice President, Chief Financial Officer and Treasurer,
respectively, of Energen Corporation (the "Company"), in accordance with Section
301 of the Indenture, dated as of September 1, 1996 (the "Indenture"), of the
Company to The Bank of New York, as trustee (the "Trustee"), and pursuant to the
Board Resolution adopted by the Company's Board of Directors (capitalized terms
used herein and not defined herein have the meaning specified in the Indenture)
as of August 20, 1996, do hereby establish a series of debt securities with the
following terms and characteristics (the lettered clauses set forth below
corresponding to the lettered subsections of Section 301 of the Indenture):

                  (a)      the title of the securities of such series shall be
"Medium-Term Notes, Series A" (the "Notes");

                  (b)      the aggregate principal amount of Notes which may
currently be authenticated and delivered under the Indenture shall be limited to
$40,000,000 (unless increased by further Board Resolution up to an aggregate of
$125,000,000), except as contemplated in Section 303 of the Indenture;

                  (c)      interest on the Notes shall be payable to the Person
or Persons in whose names the Notes are registered at the close of business on
the Regular Record Date (as hereinafter defined) for such interest, except as
otherwise expressly provided in the forms, attached hereto as Exhibit A and
hereby authorized and approved, of Fixed Rate Note (as hereinafter defined) and
Floating Rate Note (as hereinafter defined);

                  (d)      the date or dates on which the principal of the Notes
shall be payable shall be determined at the time of sale of the Notes, or any
Tranche thereof, by the proper officers of the Company and communicated to the
Trustee by Company Order, or by the proper officers of the Company pursuant to
the Administrative Procedures (the "Administrative Procedures") attached as
Exhibit A to the Selling Agency Agreement dated September 13, 1996 among the
Company, Salomon Brothers Inc, Smith Barney Inc. and A.G. Edwards & Sons, Inc.,
as Agents; provided, however, that in no event shall any Note have a term less
than nine months;

                  (e)      the Notes, or any Tranche thereof, may bear interest,
at a fixed rate (any such Note being hereinafter called a "Fixed Rate Note") or
at a floating rate (any such Note being hereinafter called a "Floating Rate
Note"), or they may bear no interest, all as determined by the proper officers
of the Company as follows: there shall be determined by the proper officers of
the Company and communicated to the Trustee by Company Order, or by the proper
officers of the Company pursuant to the Administrative Procedures, at the time
of sale of the Notes or any Tranche thereof, (1) in the case of Fixed Rate
Notes, the interest rate or rates (including the interest rate on overdue
principal, premium or interest, if any) applicable to such Fixed Rate Notes, or
Tranche thereof, and (2) in the case of Floating Rate Notes, the Initial
Interest Rate, the


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Base Rate (which shall be the Commercial Paper Rate, LIBOR, the Treasury Rate or
any other Base Rate determined at the time of sale of the Notes or Tranche
thereof), the Maximum Interest Rate, if any, the Minimum Interest Rate, if any,
the Interest Payment Period, the Interest Reset Period, the Interest Reset
Dates, the Rate Determination Dates, the Index Maturity, the Spread, if any, the
Spread Multiplier, if any (each of such terms being referred to in the form of
Floating Rate Note attached hereto), and the interest rate on overdue principal,
premium or interest, if any, applicable, to such Floating Rate Notes or Tranche
thereof; interest shall accrue on any Note from the original Issue Date
specified in such Note or the most recent date to which interest has been paid
or duly provided for, or, if the authentication date of the Note is after any
Regular Record Date but before the next succeeding Interest Payment Date, from
the next succeeding Interest Payment Date; the Interest Payment Dates for the
Fixed Rate Notes shall be April 1 and October 1, and the Regular Record Dates
with respect to such Interest Payment Dates shall be March 15 and September 15,
respectively (whether or not a Business Day); the Interest Payment Dates on
Floating Rate Notes shall be determined at the time of sale of the Notes or
Tranche thereof by the proper officers of the Company and communicated to the
Trustee by Company Order, or determined by the proper officers of the Company
pursuant to the Administrative Procedures, and the Regular Record Date with
respect to each such Interest Payment Date shall be the date 15 calendar days
immediately preceding such Interest Payment Date (whether or not a Business
Day); and interest on Floating Rate Notes which employ the Treasury Rate as the
Base Rate shall be computed on the basis of the actual number of days in the
year;

                  (f)      the corporate trust office of The Bank of New York in
the City of New York, State of New York shall be the office or agency of the
Company at which the principal of and premium, if any, and interest, if any, on
the Notes shall be payable, at which Notes may be surrendered for registration
of transfer and exchange and at which notices and demands to or upon the Company
with respect of the Notes and the Indenture may be served;

                  (g)      the Notes, or any Tranche thereof, shall be
redeemable in whole or in part, at the option of the Company as and to the
extent determined at the time of sale of the Notes or any Tranche thereof by the
proper officers of the Company and communicated to the Trustee by Company Order,
or determined by the proper officers of the Company pursuant to the
Administrative Procedures;

                  (h)      the obligation, if any, of the Company to redeem or
purchase the Notes or any Tranche thereof pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the period or
periods within which, the price or prices at which, and the terms and conditions
upon which, such Notes or Tranche thereof shall be redeemed or purchased, in
whole or in part, pursuant to such obligation shall be determined at the time of
sale of the Notes or Tranche thereof by the proper officers of the Company and
communicated to the Trustee by Company Order, or determined by the proper
officers of the Company pursuant to the Administrative Procedures;

                  (i)      Notes issued shall be issued in denominations of
$1,000 or any amount in excess thereof that is an integral multiple of $1,000;
provided, however, that Notes issued in global form shall not be issued in
principal amounts in excess of $125,000,000;


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                  (j)      the Notes may be issued in whole or in part in global
form and the depositary for Notes issued in global form shall be The Depository
Trust Company; interests in Notes issued in global form may not be exchanged, in
whole or in part, for the individual securities represented thereby, except that
(l) if the depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed, the Company will issue
individual certificated notes in exchange for global notes and (2) the Company
may at any time and in its sole discretion determine not to have any particular
Tranche of Notes represented by one or more global notes and, in such event,
will issue individual certificated notes in exchange for the corresponding
tranche of global notes;

                  (k)      not applicable;

                  (l)      not applicable;

                  (m)      not applicable;

                  (n)      see clause (e) with respect to the interest rate or
rates on Floating Rate Notes;

                  (o)      the extent to which the Notes, or any Tranche
thereof, shall be specified on the face thereof to be Original Issue Discount
Securities shall be determined at the time of sale of such Notes or Tranche
thereof by the proper officers of the Company and communicated to the Trustee by
Company Order, or determined by the proper officers of the Company pursuant to
the Administrative Procedures, and the portion of the principal amount of any
such Note issued as an Original Issue Discount Security which shall be payable
upon a declaration or acceleration of Maturity thereof pursuant to section 802
of the Indenture shall be the Amortized Face Amount (as defined in the forms of
Notes attached hereto) of such Note as of the date of such acceleration;

                  (p)      not applicable; provided, however, that the Company
reserves the right to make, by one or more Officers' Certificates supplemental
to this Officers' Certificate any additional covenants of the Company for the
benefit of the Holders of the Notes or any Tranche thereof, or any additional
Events of Default with respect to all or any series of securities Outstanding;

                  (q)      not applicable;

                  (r)      not applicable;

                  (s)      no service charge shall be made for the registration
of transfer or exchange of Securities; provided, however, that the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with the exchange or transfer;

                  (t)      in the case of any Fixed Rate Note, if any Interest
Payment Date, any Redemption Date or the Stated Maturity Date (as specified in
such Fixed Rate Note) shall not be a Business Day (as defined in the form of
Fixed Rate Note attached hereto), payment of amounts due thereon on such date
may be made on the next succeeding Business Day (as defined in the


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form of Fixed Rate Note attached hereto), and if such payment is made or duly
provided for on such Business Day, no interest shall accrue on such amounts for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, to such Business Day; in the case of any Floating
Rate Note, if any Interest Payment Date (as specified in such Floating Rate
Note) would otherwise be a day that shall not be a Business Day (as defined in
the form of Floating Rate Note attached hereto) each Interest Payment Date will
be postponed until the next succeeding Business Day (as defined in the form of
Floating Rate Note attached hereto), except that, if the Base Rate specified in
such Floating Rate Note is LIBOR and such next succeeding Business Day is in the
next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding Business Day (as defined in the form of Floating Rate Note
attached hereto). If the Stated Maturity or Redemption Date of a Floating Rate
Note is not a Business Day, payments of principal and interest due on such
Floating Rate Note may be made on the next succeeding Business Day, and no
interest shall accrue on such amounts for the period from and after such Stated
Maturity Date or Redemption Date, as the case may be, to such next succeeding
Business Day; and

                  (u)      the Notes shall be substantially in the forms of
Fixed Rate Note and Floating Rate Note attached hereto and hereby authorized and
approved and shall have such further terms as set forth in such forms.


                  IN WITNESS WHEREOF, we have hereunto signed our names this
13th day of September, 1996.



                     --------------------------------------
                               Wm. M. Warren, Jr.
                                    President



                     --------------------------------------
                                  G. C. Ketcham
                            Executive Vice President,
                      Chief Financial Officer and Treasurer


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