As filed with the Securities and Exchange Commission on February 4, 2000.
                                                            Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                           SOUTHWESTERN ENERGY COMPANY

             (Exact name of registrant as specified in its charter)

         Arkansas                                      71-0205415
(State or other jurisdiction of             (I.R.S. employer identification no.)
 incorporation or organization)

                                1083 Sain Street
                          Fayetteville, Arkansas 72703
           (Address of principal executive offices including zip code)

              Employee Stock Option and Restricted Stock Agreements
                            (Full title of the plan)

                              George A. Taaffe, Jr.
                                1083 Sain Street
                          Fayetteville, Arkansas 72703
                                 (501) 521-1141
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

============== ================ ================ ================ ==============
  Title of          Amount         Proposed         Proposed
 secturities        to be           maximum          maximum        Amount of
   to be          registered     offering price     aggregate      registration
 registered       (1)(2)(3)        per share      offering price       fee
-------------- ---------------- ---------------- ---------------- --------------
Common Stock,   206,785 shares     $5.6875(4)    $1,176,089.69(4)     $310.50
$.10 par value
============== ================ ================ ================ ==============

(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
indeterminable  number  of  additional  shares  of  common  stock as may  become
issuable  pursuant to terms  designed to prevent  dilution  resulting from stock
splits, stock dividends, merger or combination or similar events.
(2) Each share is  accompanied  by a common stock purchase right pursuant to the
Amended and Restated Rights Agreement,  dated April 12, 1999, with First Chicago
Trust Company of New York, as Rights Agent.
(3) Does not include an additional:
(a) 1,275,000  shares of common stock being carried forward pursuant to Rule 429
from the Registration  Statement on Form S-8, File No. 333-03787 (a registration
fee of $6,397.85  was paid in  connection  with the filing of such  registration
statement) and (b) 616,480 shares of common stock being carried forward pursuant
to Rule 429 from the  Registration  Statement on Form S-8, File No. 333-64961 (a
registration  fee of $1,771.00  was paid in  connection  with the filing of such
registration statement).
(4) Estimated  solely  for the purpose  of calculating  the registration  fee in
accordance with Rule 457  based on (a) an aggregate  of 147,000 shares presently
subject  to stock  options at an exercise  price of $6.00  per share and (b) the
average of the high and low sale  prices reported on the New York Stock Exchange
on February 1, 2000,  of $5.6875  per share  with respect  to the  reoffering or
resales of 59,785 shares awarded under certain restricted stock agreements.


<PAGE>




          STATEMENT OF INCORPORATION BY REFERENCE AND EXPLANATORY NOTE

         This  Registration  Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-03787, filed by
Southwestern  Energy  Company (the  "Company")  with the Securities and Exchange
Commission  (the "SEC") on May 15, 1996,  relating to the  Company's  1993 Stock
Incentive Plan and the Registration  Statement on Form S-8, File No.  333-64961,
filed by the  Company  with  the SEC on  September  30,  1998,  relating  to the
Company's 1993 Stock Incentive Plan,  shares of the Company's common stock which
may be issued  upon the  exercise  of stock  option  agreements  granted  by the
Company to certain employees and shares of the Company's common stock awarded by
the Company to certain  employees  pursuant to restricted  stock  agreements and
which may be resold by these  employees  pursuant to the  prospectus  filed as a
part of this Registration  Statement . This  Registration  Statement on Form S-8
registers an additional (i) 147,000  shares of the Company's  common stock which
may be issued  upon the  exercise  of stock  option  agreements  granted  by the
Company and (ii) 59,785 shares of the  Company's  common stock issued to certain
employees  pursuant to restricted  stock  agreements  and which may be resold by
these employees  pursuant to the prospectus filed as a part of this Registration
Statement.

         The  information  required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus to be used for offers and sales of the Company's common
stock covered by this Registration Statement has been omitted in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8. The  prospectus  filed as a part of this  Registration  Statement (the
"Reoffer  Prospectus")  has been prepared in accordance with the requirements of
Part I of Form S-3  pursuant to the  Instructions  to Form S-8,  and the Reoffer
Prospectus may be used for reofferings and resales of the Company's common stock
owned or acquired by the persons named therein.


<PAGE>




PROSPECTUS

                           Southwestern Energy Company

                        1,455,627 Shares of Common Stock

         This  prospectus  relates to up to 1,455,627  shares of common stock of
Southwestern  Energy  Company  which may be offered for resale by certain of our
officers and employees.  See "Selling  Shareholders."  The selling  shareholders
have acquired the shares  through the exercise of stock options  granted to them
under  our  1993  Stock  Incentive  Plan  and or  under  separate  stock  option
agreements  or  through  awards  of  shares  under  separate   restricted  stock
agreements.

         It is anticipated that the selling  shareholders  will offer the shares
for sale at  prevailing  prices on the New York  Stock  Exchange  on the date of
sale. We will not receive any of the proceeds from the sale of the shares by the
selling  shareholders.  All  expenses of  registration  incurred  in  connection
herewith  are being  borne by us,  however,  all selling  commissions  and other
expenses  incurred by any selling  shareholder  in  connection  with the sale of
shares will be borne by the selling shareholder.

         The selling  shareholders and any broker or dealer participating in the
sale of  shares  on  behalf  of the  selling  shareholders  may be  deemed to be
"underwriters"  within the  meaning  of the  Securities  Act,  in which case any
profit on the sale of shares by them or  commissions  received by such broker or
dealer may be deemed to be underwriting  commissions under the Securities Act of
1933.

         Our  common  stock is listed on the New York Stock  Exchange  under the
symbol  "SWN." The last  reported sale price of our common stock on the New York
Stock Exchange on February 3, 2000, was $6.25.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.








                 The date of this Prospectus is February 4, 2000


<PAGE>


          You should rely only on the  information contained or  incorporated by
reference in this prospectus or any supplement. We have not authorized anyone to
provide you with different information. Shares of common stock are being offered
and sold only in states  where  offers and sales are  permitted.  You should not
assume that the  information  contained in this prospectus is accurate as of any
date other than the date of this prospectus.


                                TABLE OF CONTENTS

                                                                          Page

Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and copy any reports,  statements or other  information  we file at the
SEC's public reference room at 450 Fifth Street, N.W.,  Washington,  D.C. 20549,
or at the  SEC's  public  reference  rooms in New  York,  New York and  Chicago,
Illinois.  Please call the SEC at 1-800-SEC-0330 for further  information on the
public  reference  rooms.  Our filings  with the SEC are also  available  to the
public  from  the  SEC's  web site at  http://www.sec.gov.  Our  reports,  proxy
statements and other information filed with the SEC can also be inspected at the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.

         This prospectus  constitutes a part of a registration statement on Form
S-8 filed by us with the SEC.  As  allowed by the rules and  regulations  of the
SEC, this  prospectus  does not contain all the  information you can find in the
registration  statement  and the  exhibits to the  registration  statement.  For
further  information  with  respect to us and the  securities  described in this
prospectus,  you  should  refer to the  registration  statement,  including  its
exhibits.  Furthermore,  the statements contained in this prospectus  concerning
any  document  filed as an exhibit  are not  necessarily  complete  and, in each
instance,  we refer you to a copy of the  document  filed as an  exhibit  to the
registration statement.

         The SEC allows us to "incorporate by reference" the information we file
with  them  into  this  prospectus,   which  means  we  can  disclose  important
information  to you  by  referring  you  to  those  documents.  The  information
incorporated by reference is considered to be a part of this prospectus  (except
for any information that is superseded by the information  included  directly in
this  prospectus),  and  information  that  we file  later  with  the  SEC  will
automatically  update and  supersede  the  information  in this  prospectus.  We
incorporate  by reference the documents listed

                                       2
<PAGE>

below and any future filings  we make with the SEC under Sections 13(a),  13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until all  the securities are
sold:

         -        Our Annual Report on Form 10-K for the year ended December 31,
                  1998;

         -        Our  Quarterly  Reports  on Form 10-Q  for the  quarters ended
                  March 31, 1999, June 30, 1999 and September 30, 1999;

         -        Our Current Reports on Form 8-K filed with the SEC on April 8,
                  1999 and October 20, 1999;

         -        The   description  of  our  common  stock   contained  in  our
                  Registration  Statement on Form 8-A dated October 23, 1981, as
                  updated by our Current  Report on Form 8-K dated July 8, 1993;
                  and

         -        The description of our common stock purchase rights  contained
                  in Amendment No. 1 to our  Registration  Statement on Form 8-A
                  dated April 26, 1999.

         We will  provide  you  with a copy of  these  filings  incorporated  by
reference, at no cost, upon written or oral request.  Written requests should be
directed to Southwestern Energy Company, P. O. Box 1408, Fayetteville,  Arkansas
72702-1408,  Attention:  Corporate Secretary. Telephone requests may be directed
to (501) 521-1141.

                                 USE OF PROCEEDS

         Shares which may be sold  pursuant to this  prospectus  will be sold by
the  selling  shareholders  for their own  accounts  and they will  receive  all
proceeds  from any such sale.  We will not receive any of the proceeds  from any
sale of the  shares,  but we may receive  funds upon the  exercise of any of the
stock  options  granted  to the  selling  shareholders.  Any funds we receive on
option  exercises  will be added to our general  funds for  working  capital and
general   corporate   purposes.   See  "Selling   Shareholders"   and  "Plan  of
Distribution."

                              SELLING SHAREHOLDERS

         The shares  offered  under this  prospectus  are being  registered  for
reoffers and resales by selling  shareholders  who may acquire or have  acquired
the shares pursuant to stock grants or pursuant to the exercise of stock options
granted to them.  The  selling  shareholders  named in the  following  table may
resell all, a portion of, or none of the shares they may acquire.

         Participants  under our 1993 Stock  Incentive Plan who are deemed to be
"affiliates"  of  Southwestern  Energy  Company who acquire shares or options to
acquire shares may be added to the selling  shareholders  listed below from time
to time,  and the  number of shares  eligible  to be  reoffered  by the  selling
shareholders  listed below may be adjusted,  either by means of a post-effective
amendment  hereto or by use of a prospectus  supplement  filed  pursuant to Rule
424(b) under the Securities Act.

                                       3
<PAGE>

         The  following  table sets forth  information  concerning  the  selling
shareholders and the number of shares that may be offered hereby by each selling
shareholder as of the date of this prospectus.

<TABLE>
<CAPTION>

                                                                             Number of Shares
                                                                               That May be
Selling Shareholder     Position with the Company                             Offered Hereby

<S>                     <C>                                                     <C>
Charles E. Scharlau     Chairman of the Board                                   414,996(1)

Harold M. Korell        President and Chief Executive Officer                   350,132(1)

Alan H. Stevens         President and COO, Southwestern Energy                  211,000(2)
                         Production Company, SEECO, Inc. and
                         Diamond "M" Production Company

Gregory D. Kerley       Executive Vice President and                            174,273(1)
                         Chief Financial Officer

Debbie J. Branch        Senior Vice President, Southwestern Energy Services      49,920(1)
                         Company and Southwestern Energy
                         Pipeline   Company

Charles V. Stevens      Senior Vice President, Arkansas Western Gas              64,643(1)
                         Company

George A. Taaffe        Senior Vice President, General Counsel and Secretary     22,800(1)

Richard F. Lane         Vice President--Exploration, Southwestern Energy         51,820(3)
                         Production Company

Timothy J. O'Donnell    Vice President--Human Resources, Treasurer and           22,130(1)
                         Assistant Secretary

Stanley T. Wilson       Controller and Chief Accounting Officer                  20,668(1)

John W. Batson          Staff Geophysicist, Southwestern Energy                   2,500(4)
                         Production Company

Wilfred W. Baumann      Manager, E & P Accounting, Southwestern Energy              420(4)
                         Production Company

Charles A. Bayles       Manager, Pipeline Systems, Arkansas Western Gas             420(4)
                         Company

Alan E. Bearden, Jr.    Manager, Accounting                                         420(4)

Thomas A. Brock         Senior Landman, Southwestern Energy Production            1,000(4)
                         Company

Susan D. Burks          Manager, Gas Accounting and Analysis, Arkansas            1,000(4)
                         Western Gas Company

William K. Butler       Senior Production Engineer, Southwestern Energy           1,420(4)
                         Production Company

                                       4
<PAGE>

                                                                             Number of Shares
                                                                               That May be
Selling Shareholder     Position with the Company                             Offered Hereby

<S>                     <C>                                                     <C>
Donna R. Campbell       Utility Rate Analyst, Arkansas Western Gas Company          420(4)

Alan R. Clemens         Staff Geophysicist, Southwestern Energy                   2,500(4)
                         Production Company

W. Brooks Clower, Jr.   Attorney                                                    420(4)

Jeffrey L. Dangeau      General Counsel and Secretary, Arkansas Western Gas       1,000(4)
                         Company

Terrence T. Darilek     Senior Landman, Southwestern Energy Production            1,100(4)
                         Company

James H. Denney, Jr.    Senior Geologist, Southwestern Energy Production          1,000(4)
                         Company

Jimmy R. Dewbre         Land Manager, Southwestern Energy Production              4,500(4)
                         Company

Daniel J. Diebolt       Manager, Marketing & Transportation, Southwestern           450(4)
                         Energy Services Company

Patric W. Dixon         Manager, Gas Supply, Southwestern Energy Services           450(4)
                         Company

Terry M. England        Division Operating Manager, Arkansas Western Gas            420(4)
                         Company

Ronald R. Foshee        Senior Geologist, Southwestern Energy Production          1,000(4)
                         Company

John C. Gargani         Manager, Economic Planning & Acquisitions,                2,000(4)
                         Southwestern Energy Production Company

Michael K. Garner       Senior Manager, Procurement & Facility Services             420(4)

Ronnie R. Gilbreath     District Production Engineer, Southwestern Energy           500(4)
                         Production Company

Patrick T. Gordon       Senior Production Geologist, Southwestern Energy          1,590(4)
                         Production Company

Teresa L. Grant         Senior Landman, Southwestern Energy Production              660(4)
                         Company

Sheila K. Green         Manager, Application Services                               420(4)

Ricky A. Gunter         Vice President--Rates and Regulation and Assistant        1,000(4)
                         Secretary, Arkansas Western Gas Company

                                       5
<PAGE>

                                                                             Number of Shares
                                                                               That May be
Selling Shareholder     Position with the Company                             Offered Hereby

<S>                     <C>                                                     <C>
Michael Z. Hays         Director, Pipeline Operations, Arkansas Western Gas         500(4)
                         Company

Dee W. Hency            Vice President--Administration and Chief Information      3,500(4)
                         Officer

Mark A. Hill            Senior Landman, Southwestern Energy Production              420(4)
                         Company

Mark A. Janik           Senior Reservoir Engineer, Southwestern Energy            1,200(4)
                         Production Company

Carol S. Johnston       Manager, Division Orders, Southwestern Energy               420(4)
                         Production Company

Dale J. Kardash         District Engineer, Southwestern Energy Production         1,790(4)
                         Company

John R. Kehn, Jr.       Vice President--Distribution Operations, Arkansas           675(4)
                         Western Gas Company

Robin A. Kisling        Superintendent--Production, Southwestern Energy             240(4)
                         Production Company

Karl A. Knudson         Senior Reservoir Engineer, Southwestern Energy            2,200(4)
                         Production Company

Richard J. Kurtz        Gas Marketing Representative, Southwestern Energy           450(4)
                         Services Company

Bob J. Lamb             Vice President--Community Development, Arkansas           1,200(4)
                         Western Gas Company

Steven K. McFarland     Manager, Network Services                                   420(4)

Terry G. McMillin       Safety/Health Environmental Coordinator,                    420(4)
                         Southwestern Energy Production Company

Richard C. Merrill      Staff Exploration Geologist, Southwestern Energy          1,750(4)
                         Production Company

James W. Mitchell       Manager, Field Procurement Services, Southwestern           420(4)
                         Energy Production Company

Glenn M. Morgan         Treasurer and Controller, Arkansas Western Gas            1,000(4)
                         Company

James L. Mullins, Jr.   Director, Human Resources, Arkansas Western Gas             420(4)
                         Company

Michael E. Navolio      Staff Geophysicist, Southwestern Energy Production        1,200(4)
                         Company

                                       6
<PAGE>

                                                                             Number of Shares
                                                                               That May be
Selling Shareholder     Position with the Company                             Offered Hereby

<S>                     <C>                                                     <C>
Freda R. O'Brien        Staff Reservoir Engineer, Southwestern Energy             1,950(4)
                         Production Company

Robert C. Pace          Staff Geologist, Southwestern Energy Production           2,200(4)
                         Company

Anita M. Parisi         Manager, Application Services                               420(4)

David L. Rader          Manager, Accounting, Arkansas Western Gas                   420(4)
                         Company

David L. Rolando        Division Properties Manager, Southwestern Energy            420(4)
                         Production Company

Debra Rutan             Senior Geologist, Southwestern Energy Production          1,000(4)
                         Company

George E. Schneider     Manager, Transmission Operations, Arkansas Western          420(4)
                         Gas Company

Phillip R. Shelby       Senior Production Geologist, Southwestern Energy            840(4)
                         Production Company

Bruce A. Smallwood      Manager, Taxation                                         1,000(4)

Joe A. Stubblefield     Exploitation and Drilling Manager, Southwestern           5,000(4)
                         Energy Production Company

Elsie C. Sullivan       Staff Geologist, Southwestern Energy Production           2,200(4)
                         Company

Bradley D. Sylvester    Investor Relations Coordinator                            1,000(4)

John D. Thaeler         SEECO Exploitation Manager, Southwestern Energy             900(4)
                         Production Company

Samuel G. Thompson      Senior Landman, Southwestern Energy Production            1,000(4)
                         Company

James M. Tully          Senior Drilling Engineer, Southwestern Energy             1,200(4)
                         Production Company

Ricardo Vasquez         Staff Geologist, Southwestern Energy Production           1,600(4)
                         Company

Eric M. Vaughn          Manager--Audit Services                                     420(4)

Matt B. Williams        Senior Geologist, Southwestern Energy Production          1,800(4)
                         Company

Paul W. Williams        Manager, Financial Reporting & Budgeting                  1,000(4)

                                       7
<PAGE>

                                                                             Number of Shares
                                                                               That May be
Selling Shareholder     Position with the Company                             Offered Hereby

<S>                     <C>                                                     <C>
William J. Winkelmann   Staff Geologist, Southwestern Energy Production           1,000(4)
                         Company

Daniel R. Zebrowski     Staff Geophysicist, Southwestern Energy                   2,200(4)
                         Production Company

</TABLE>
[FN]

(1)  Represents shares of  common stock which may  be acquired upon the exercise
of options granted under the 1993 Stock  Incentive Plan and shares of restricted
common stock issued under the 1993 Stock Incentive Plan.

(2)  Includes 88,250  shares of common  stock  which  may be  acquired  upon the
exercise of options granted under the 1993 Stock Incentive Plan, 7,750 shares of
restricted  common  stock issued under the 1993 Stock  Incentive  Plan,  100,000
shares of common  stock  which may be  acquired  upon the  exercise  of  options
granted pursuant to a non-qualified  stock option and limited stock appreciation
right agreement and 15,000 shares of restricted  common stock issued pursuant to
a restricted stock agreement.

(3)  Includes 28,000  shares of common  stock  which  may be  acquired  upon the
exercise of options granted under the 1993 Stock Incentive Plan, 7,000 shares of
restricted  common  stock  issued under the 1993 Stock  Incentive  Plan,  15,000
shares of common  stock  which may be  acquired  upon the  exercise  of  options
granted pursuant to a non-qualified  stock option and limited stock appreciation
right agreement and 1,820 shares of restricted common stock issued pursuant to a
restricted stock agreement.

(4)  Represents shares of restricted common stock issued pursuant to  restricted
stock agreements.

</FN>

                              PLAN OF DISTRIBUTION

         The selling  shareholders have not advised us of any specific plans for
the sale of the shares  offered  under  this  prospectus  but,  if and when such
shares are sold,  it is  anticipated  that the shares  will be sold from time to
time  primarily  in  transactions  on the New York Stock  Exchange at the market
price then prevailing. Sales also may be made through negotiated transactions or
otherwise,  at prices  related to the prevailing  market price or otherwise.  If
shares are sold through  brokers,  the selling  shareholders  may pay  customary
brokerage  commissions and charges.  The selling  shareholders  may effect these
transactions   by  selling  shares  to  or  through   broker-dealers   and  such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling  shareholders and or the purchaser of the shares so
sold for whom such  broker-dealers may act or to whom they may sell as principal
or both (which compensation, as to a particular broker-dealer,  may be in excess
of customary  commissions).  Shares covered by this  prospectus also may be sold
under  Rule 144 or  another  exemption  under the  Securities  Act  rather  than
pursuant to this prospectus.

         In connection with the sale of shares, the selling shareholders and any
participating  broker or dealer  may be deemed to be  "underwriters"  within the
meaning  of the  Securities  Act,  and any  profits  on the  sale of  shares  or
commissions  they  receive  may  be  deemed  to be  underwriting  discounts  and
commissions under the Securities Act.

                                       8
<PAGE>

         There is no assurance  that the selling  shareholders  will sell any or
all of the shares offered by them hereby.

                                     EXPERTS

         Our consolidated  financial statements as of December 31, 1998, and for
each of the three years in the period ended  December 31, 1998,  included in our
Annual Report on Form 10-K for the year ended December 31, 1998, incorporated by
reference herein,  have been audited by Arthur Andersen LLP,  independent public
accountants,  as indicated  in their  report with respect  thereto and have been
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

                                  LEGAL MATTERS

         The validity of the shares being offered hereby will be passed upon for
us by Conner & Winters, P.L.L.C., Fayetteville, Arkansas.

                                 INDEMNIFICATION

         The Arkansas Business Corporation Act provides that a corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any  threatened,  pending or completed  action or  proceeding
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  against expenses, judgments, fines and amounts paid in settlements
reasonably  incurred by him in  connection  with such action or proceeding if he
acted in good faith in a manner  reasonably  believed to be in or not opposed to
the best interests of the corporation. In addition, a corporation shall have the
power to indemnify  any person who was or is a party or is threatened to be made
a party to any  threatened,  pending  or  completed  action or suit by or in the
right of the  corporation  to procure a  judgment  in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
against  expenses  actually  reasonably  incurred by him in connection  with the
defense  or  settlement  of such  action  if he acted in good  faith in a manner
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim as to which  such  person  shall  have  been  adjudged  to be  liable  for
negligence or  misconduct  unless and only to the extent the court in which such
action was brought shall determine that,  despite the adjudication of liability,
but in  view of all  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.

         Our bylaws provide that our officers and directors shall be indemnified
to the  fullest  extent  permitted  by law in  connection  with  any  actual  or
threatened  action or  proceeding  arising out of their service to us (including
service to a subsidiary of ours) or to any other organization at our request.

         We  have  entered  into  indemnification  agreements  with  each of our
directors  and officers  pursuant to which we have has agreed to  indemnify  our
directors and officers  against  liabilities

                                       9
<PAGE>

and litigation  costs  resulting  from their  service  to us.  We also  maintain
directors' and officers' liability insurance.

         Our 1993 Stock Incentive Plan provides:

         No member of the Committee shall be liable for any action,  omission or
         determination relating to the Plan, and the Company shall indemnify and
         hold harmless  each member of the Committee and each other  director or
         employee  of the  Company  to whom any duty or  power  relating  to the
         administration or interpretation of the Plan has been delegated against
         any cost or expense  (including  counsel fees) or liability  (including
         any sum  paid  in  settlement  of a  claim  with  the  approval  of the
         Committee)  arising  out  of  any  action,  omission  or  determination
         relating to the Plan, unless, in either case, such action,  omission or
         determination was taken or made by such member, director or employee in
         bad  faith  and  without  reasonable  belief  that  it was in the  best
         interests of the Company.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors,  officers or controlling persons pursuant
to the foregoing  provisions,  we have been informed that, in the opinion of the
SEC,  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 our payment of expenses
incurred or paid by one of our directors, officers or controlling persons in the
successful defense of any action, suit or proceeding) is asserted by a director,
officer  or  controlling   person  in  connection  with  the  securities   being
registered,  we will,  unless in the  opinion of our counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by us is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.







                                       10
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents which have been filed by  Southwestern  Energy
Company  (the  "Company")  with the  Securities  and  Exchange  Commission  (the
"Commission") are incorporated by reference in this Registration Statement:

         (1)      The Company's  Annual Report on Form 10-K for the  fiscal year
                  ended December 31, 1998;

         (2)      The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 1999, June 30, 1999, and September 30, 1999;

         (3)      The  Company's  Current  Reports on  Form 8-K  filed  with the
                  Commission on April 8, 1999, and October 20, 1999;

         (4)      The description of the Company's common stock contained in the
                  Registration  Statement on Form 8-A dated October 23, 1981, as
                  updated by the Company's Current Report on Form 8-K dated July
                  8, 1993; and

         (5)      The description of the common stock  purchase rights contained
                  in Amendment No. 1 to the  Company's Registration Statement on
                  Form 8-A dated April 26, 1999.

         In addition,  all documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  prior to the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which deregisters all securities offered hereby then remaining unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from their respective dates of filing. Any statement  contained in
this Registration  Statement, or in a document incorporated by reference herein,
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent that a statement  contained  in any other  subsequently
filed  incorporated  document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.


                                      II-1
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  4-27-850 of the  Arkansas  Code  Annotated  provides  that the
Company shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
proceeding (other than an action by or in the right of the Company) by reason of
the  fact  that he is or was a  director,  officer,  employee  or  agent  of the
Company,  against  expenses,  judgments,  fines and amounts paid in  settlements
reasonably  incurred by him in  connection  with such action or proceeding if he
acted in good faith in a manner  reasonably  believed to be in or not opposed to
the best interests of the Company. In addition, the Company shall have the power
to  indemnify  any  person who was or is a party or is  threatened  to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the  Company to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the Company against expenses
actually reasonably incurred by him in connection with the defense or settlement
of such action if he acted in good faith in a manner  reasonably  believed to be
in or not  opposed to the best  interests  of the  Company  and  except  that no
indemnification  shall be made in respect  of any claim as to which such  person
shall have been adjudged to be liable for  negligence  or misconduct  unless and
only to the extent the court in which such  action was brought  shall  determine
that, despite the adjudication of liability, but in view of all circumstances of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses which the court shall deem proper.

         Article  VII,  Section 6, of the  Company's  Bylaws  provides  that the
Company's  officers and directors  shall be  indemnified  to the fullest  extent
permitted  by  law in  connection  with  any  actual  or  threatened  action  or
proceeding  arising out of their service to the Company  (including service to a
subsidiary  of  the  Company)  or to any  other  organization  at the  Company's
request.

         The Company has entered into  indemnification  agreements  with each of
its directors  and officers  under which the Company has agreed to indemnify its
directors and officers  against  liabilities and litigation costs resulting from
their  service  to the  Company.  The  Company  also  maintains  directors'  and
officers' liability insurance.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
Company  pursuant to the  foregoing  provisions,  the Company has been  informed
that,  in  the  opinion  of  the  Securities  and  Exchange   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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling

                                      II-2
<PAGE>

precedent,  submit to a court of  appropriate jurisdiction the  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.

Item 7.  Exemption from Registration Claimed.

         Prior to the  effectiveness of the initial filing of this  Registration
Statement,  the  Company  awarded to certain  employees  (i) options to purchase
147,000 shares of its common stock pursuant to stock option  agreements and (ii)
59,785  shares of its common  stock  pursuant to  restricted  stock  agreements.
Registration  of the shares of common stock was not required  because the awards
of the  options  and shares did not  constitute  a "sale"  for  purposes  of the
Securities Act as no cash or other tangible or definable  consideration was paid
for such awards.  See SEC Release  33-6188,  SEC Docket  Volume 19, No. 7 at 482
(February 19, 1980).  In addition,  such  transactions  did not involve a public
offering and were therefore exempt pursuant to the provisions of Section 4(2) of
the Securities Act.

Item 8.  Exhibits.

Exhibit Number      Description

         4.1             Southwestern  Energy Company 1993 Stock Incentive Plan,
                         as  amended  and  restated  as  of  February  18,  1998
                         (incorporated  by  reference  herein  by  reference  to
                         Exhibit 10.2(d) to the Company's  Annual Report on Form
                         10-K for the year ended December 31, 1998).

         4.2             Form of Restricted Stock Agreement between Southwestern
                         Energy   Company   and  employees   awarded  shares  of
                         restricted stock.

         4.3             Form of  Non-qualified  Stock Option  and Limited Stock
                         Appreciation  Right  Certificate  between  Southwestern
                         Energy Company and employees granted stock options.

         5.1             Opinion of Conner & Winters, P.L.L.C.

        23.1             Consent of Arthur Andersen LLP.

        23.2             Consent of Conner & Winters, P.L.L.C. (contained in the
                         opinion included in Exhibit 5.1).

        24               Power of Attorney  (included on the  signature  page to
                         this Registration Statement).

                                      II-3
<PAGE>

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

                           (i)      To  include   any  prospectus   required  by
                  Section 10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising  after  the  effective   date  of  this   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  this
                  Registration  Statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of a prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in the volume
                  and price  represent  no more than a 20% change in the maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration Fee" table in this Registration Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this Registration  Statement or any material change to such
                  information in this Registration Statement;

         provided,  however,  that the  undertakings  set  forth  in  paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a  post-effective  amendment by 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 further  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 Section 15(d) of the
Exchange Act (and, where  applicable,  each

                                      II-4
<PAGE>

filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that is  incorporated  by  reference  in this  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 Securities and Exchange
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
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  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  the  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.













                                      II-5
<PAGE>





                                   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  Fayetteville,  State of  Arkansas on the 4th day of
February, 2000.

                                                   SOUTHWESTERN ENERGY COMPANY

                                                   By: /s/ Harold M. Korell
                                                        Harold M. Korell
                                                        President and
                                                        Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints Harold M. Korell and Greg D. Kerley, each
of them,  his true and lawful  attorneys-in-fact  and agents  with full power of
substitution,  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 all  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and agents,  full power and
authority to do and perform each and every act and thing requisite and 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 his or their  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 below by the  following  persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>

Signature                               Title                                           Date

<S>                                     <C>                                             <C>
/s/ Harold M. Korell                    President, Chief Executive                      February 4, 2000
Harold M. Korell                        Officer and Director
                                        (Principal Executive Officer)


/s/ Greg D. Kerley                      Executive Vice President and                    February 4, 2000
Greg D. Kerley                          Chief Financial Officer
                                        (Principal Financial Officer)

/s/Stanley T. Wilson                    Controller and Chief Accounting                 February 4, 2000
Stanley T. Wilson                       Officer (Principal Accounting Officer)




                                      II-6
<PAGE>


Signature                               Title                                           Date

<S>                                     <C>                                             <C>
/s/ Lewis E. Epley, Jr.                 Director                                        February 4, 2000
Lewis E. Epley, Jr.


/s/ John Paul Hammerschmidt             Director                                        February 4, 2000
John Paul Hammerschmidt


/s/ Robert L. Howard                    Director                                        February 4, 2000
Robert L. Howard


/s/ Kenneth R. Mourton                  Director                                        February 4, 2000
Kenneth R. Mourton


/s/ Charles E. Scharlau                 Director and Chairman                           February 4, 2000
Charles E. Scharlau


</TABLE>











                                      II-7
<PAGE>




                                  EXHIBIT INDEX

Exhibit Number            Description

      4.1                 Southwestern Energy Company 1993 Stock Incentive Plan,
                          as  amended  and  restated  as  of  February  18, 1998
                          (incorporated  by reference  herein  by  reference  to
                          Exhibit  10.2 (d) to  the  Company's  Annual Report on
                          Form 10-K for the year ended December 31, 1998).

      4.2                 Form   of   Restricted    Stock    Agreement   between
                          Southwestern  Energy  Company  and  employees  awarded
                          shares of restricted stock.

      4.3                 Form of  Non-qualified  Stock Option and Limited Stock
                          Appreciation  Right Certificate  between  Southwestern
                          Energy Company and employees granted stock options.

      5.1                 Opinion of Conner & Winters, P.L.L.C.

     23.1                 Consent of Arthur Andersen LLP.

     23.2                 Consent of  Conner & Winters,  P.L.L.C.  (contained in
                          the opinion included in Exhibit 5.1).

     24                   Power of Attorney (included on the  signature  page to
                          this Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "EMP STOCK OPTION AND REST STOCK AGREEMENTS", "secsgml_size_bytes": 53220}]
{"company-data": {"conformed-name": "SOUTHWESTERN ENERGY CO", "cik": "0000007332", "assigned-sic": "4923", "irs-number": "710205415", "state-of-incorporation": "AR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96161", "film-number": "524035"}, "business-address": {"street1": "1083 SAIN ST", "street2": "P O BOX 1408", "city": "FAYETTEVILLE", "state": "AR", "zip": "72702-1408", "phone": "5015211141"}, "former-company": {"former-conformed-name": "ARKANSAS WESTERN GAS CO", "date-changed": "19790917"}}
As filed with the Securities and Exchange Commission on February 4, 2000.
                                                            Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           SOUTHWESTERN ENERGY COMPANY

             (Exact name of registrant as specified in its charter)

         Arkansas                                      71-0205415
(State or other jurisdiction of             (I.R.S. employer identification no.)
 incorporation or organization)

                                1083 Sain Street
                          Fayetteville, Arkansas 72703
           (Address of principal executive offices including zip code)

              Employee Stock Option and Restricted Stock Agreements
                            (Full title of the plan)

                              George A. Taaffe, Jr.
                                1083 Sain Street
                          Fayetteville, Arkansas 72703
                                 (501) 521-1141
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

============== ================ ================ ================ ==============
  Title of          Amount         Proposed         Proposed
 secturities        to be           maximum          maximum        Amount of
   to be          registered     offering price     aggregate      registration
 registered       (1)(2)(3)        per share      offering price       fee
-------------- ---------------- ---------------- ---------------- --------------
Common Stock,   206,785 shares     $5.6875(4)    $1,176,089.69(4)     $310.50
$.10 par value
============== ================ ================ ================ ==============

(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
indeterminable  number  of  additional  shares  of  common  stock as may  become
issuable  pursuant to terms  designed to prevent  dilution  resulting from stock
splits, stock dividends, merger or combination or similar events.
(2) Each share is  accompanied  by a common stock purchase right pursuant to the
Amended and Restated Rights Agreement,  dated April 12, 1999, with First Chicago
Trust Company of New York, as Rights Agent.
(3) Does not include an additional:
(a) 1,275,000  shares of common stock being carried forward pursuant to Rule 429
from the Registration  Statement on Form S-8, File No. 333-03787 (a registration
fee of $6,397.85  was paid in  connection  with the filing of such  registration
statement) and (b) 616,480 shares of common stock being carried forward pursuant
to Rule 429 from the  Registration  Statement on Form S-8, File No. 333-64961 (a
registration  fee of $1,771.00  was paid in  connection  with the filing of such
registration statement).
(4) Estimated  solely  for the purpose  of calculating  the registration  fee in
accordance with Rule 457  based on (a) an aggregate  of 147,000 shares presently
subject  to stock  options at an exercise  price of $6.00  per share and (b) the
average of the high and low sale  prices reported on the New York Stock Exchange
on February 1, 2000,  of $5.6875  per share  with respect  to the  reoffering or
resales of 59,785 shares awarded under certain restricted stock agreements.
STATEMENT OF INCORPORATION BY REFERENCE AND EXPLANATORY NOTE

         This  Registration  Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-03787, filed by
Southwestern  Energy  Company (the  "Company")  with the Securities and Exchange
Commission  (the "SEC") on May 15, 1996,  relating to the  Company's  1993 Stock
Incentive Plan and the Registration  Statement on Form S-8, File No.  333-64961,
filed by the  Company  with  the SEC on  September  30,  1998,  relating  to the
Company's 1993 Stock Incentive Plan,  shares of the Company's common stock which
may be issued  upon the  exercise  of stock  option  agreements  granted  by the
Company to certain employees and shares of the Company's common stock awarded by
the Company to certain  employees  pursuant to restricted  stock  agreements and
which may be resold by these  employees  pursuant to the  prospectus  filed as a
part of this Registration  Statement . This  Registration  Statement on Form S-8
registers an additional (i) 147,000  shares of the Company's  common stock which
may be issued  upon the  exercise  of stock  option  agreements  granted  by the
Company and (ii) 59,785 shares of the  Company's  common stock issued to certain
employees  pursuant to restricted  stock  agreements  and which may be resold by
these employees  pursuant to the prospectus filed as a part of this Registration
Statement.

         The  information  required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus to be used for offers and sales of the Company's common
stock covered by this Registration Statement has been omitted in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8. The  prospectus  filed as a part of this  Registration  Statement (the
"Reoffer  Prospectus")  has been prepared in accordance with the requirements of
Part I of Form S-3  pursuant to the  Instructions  to Form S-8,  and the Reoffer
Prospectus may be used for reofferings and resales of the Company's common stock
owned or acquired by the persons named therein.
PROSPECTUS

                           Southwestern Energy Company

                        1,455,627 Shares of Common Stock

         This  prospectus  relates to up to 1,455,627  shares of common stock of
Southwestern  Energy  Company  which may be offered for resale by certain of our
officers and employees.  See "Selling  Shareholders."  The selling  shareholders
have acquired the shares  through the exercise of stock options  granted to them
under  our  1993  Stock  Incentive  Plan  and or  under  separate  stock  option
agreements  or  through  awards  of  shares  under  separate   restricted  stock
agreements.

         It is anticipated that the selling  shareholders  will offer the shares
for sale at  prevailing  prices on the New York  Stock  Exchange  on the date of
sale. We will not receive any of the proceeds from the sale of the shares by the
selling  shareholders.  All  expenses of  registration  incurred  in  connection
herewith  are being  borne by us,  however,  all selling  commissions  and other
expenses  incurred by any selling  shareholder  in  connection  with the sale of
shares will be borne by the selling shareholder.

         The selling  shareholders and any broker or dealer participating in the
sale of  shares  on  behalf  of the  selling  shareholders  may be  deemed to be
"underwriters"  within the  meaning  of the  Securities  Act,  in which case any
profit on the sale of shares by them or  commissions  received by such broker or
dealer may be deemed to be underwriting  commissions under the Securities Act of
1933.

         Our  common  stock is listed on the New York Stock  Exchange  under the
symbol  "SWN." The last  reported sale price of our common stock on the New York
Stock Exchange on February 3, 2000, was $6.25.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                 The date of this Prospectus is February 4, 2000
You should rely only on the  information contained or  incorporated by
reference in this prospectus or any supplement. We have not authorized anyone to
provide you with different information. Shares of common stock are being offered
and sold only in states  where  offers and sales are  permitted.  You should not
assume that the  information  contained in this prospectus is accurate as of any
date other than the date of this prospectus.

                                TABLE OF CONTENTS

                                                                          Page

Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and copy any reports,  statements or other  information  we file at the
SEC's public reference room at 450 Fifth Street, N.W.,  Washington,  D.C. 20549,
or at the  SEC's  public  reference  rooms in New  York,  New York and  Chicago,
Illinois.  Please call the SEC at 1-800-SEC-0330 for further  information on the
public  reference  rooms.  Our filings  with the SEC are also  available  to the
public  from  the  SEC's  web site at  http://www.sec.gov.  Our  reports,  proxy
statements and other information filed with the SEC can also be inspected at the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.

         This prospectus  constitutes a part of a registration statement on Form
S-8 filed by us with the SEC.  As  allowed by the rules and  regulations  of the
SEC, this  prospectus  does not contain all the  information you can find in the
registration  statement  and the  exhibits to the  registration  statement.  For
further  information  with  respect to us and the  securities  described in this
prospectus,  you  should  refer to the  registration  statement,  including  its
exhibits.  Furthermore,  the statements contained in this prospectus  concerning
any  document  filed as an exhibit  are not  necessarily  complete  and, in each
instance,  we refer you to a copy of the  document  filed as an  exhibit  to the
registration statement.

         The SEC allows us to "incorporate by reference" the information we file
with  them  into  this  prospectus,   which  means  we  can  disclose  important
information  to you  by  referring  you  to  those  documents.  The  information
incorporated by reference is considered to be a part of this prospectus  (except
for any information that is superseded by the information  included  directly in
this  prospectus),  and  information  that  we file  later  with  the  SEC  will
automatically  update and  supersede  the  information  in this  prospectus.  We
incorporate  by reference the documents listed

                                       2
below and any future filings  we make with the SEC under Sections 13(a),  13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until all  the securities are
sold:

         -        Our Annual Report on Form 10-K for the year ended December 31,
                  1998;

         -        Our  Quarterly  Reports  on Form 10-Q  for the  quarters ended
                  March 31, 1999, June 30, 1999 and September 30, 1999;

         -        Our Current Reports on Form 8-K filed with the SEC on April 8,
                  1999 and October 20, 1999;

         -        The   description  of  our  common  stock   contained  in  our
                  Registration  Statement on Form 8-A dated October 23, 1981, as
                  updated by our Current  Report on Form 8-K dated July 8, 1993;
                  and

         -        The description of our common stock purchase rights  contained
                  in Amendment No. 1 to our  Registration  Statement on Form 8-A
                  dated April 26, 1999.

         We will  provide  you  with a copy of  these  filings  incorporated  by
reference, at no cost, upon written or oral request.  Written requests should be
directed to Southwestern Energy Company, P. O. Box 1408, Fayetteville,  Arkansas
72702-1408,  Attention:  Corporate Secretary. Telephone requests may be directed
to (501) 521-1141.

                                 USE OF PROCEEDS

         Shares which may be sold  pursuant to this  prospectus  will be sold by
the  selling  shareholders  for their own  accounts  and they will  receive  all
proceeds  from any such sale.  We will not receive any of the proceeds  from any
sale of the  shares,  but we may receive  funds upon the  exercise of any of the
stock  options  granted  to the  selling  shareholders.  Any funds we receive on
option  exercises  will be added to our general  funds for  working  capital and
general   corporate   purposes.   See  "Selling   Shareholders"   and  "Plan  of
Distribution."

                              SELLING SHAREHOLDERS

         The shares  offered  under this  prospectus  are being  registered  for
reoffers and resales by selling  shareholders  who may acquire or have  acquired
the shares pursuant to stock grants or pursuant to the exercise of stock options
granted to them.  The  selling  shareholders  named in the  following  table may
resell all, a portion of, or none of the shares they may acquire.

         Participants  under our 1993 Stock  Incentive Plan who are deemed to be
"affiliates"  of  Southwestern  Energy  Company who acquire shares or options to
acquire shares may be added to the selling  shareholders  listed below from time
to time,  and the  number of shares  eligible  to be  reoffered  by the  selling
shareholders  listed below may be adjusted,  either by means of a post-effective
amendment  hereto or by use of a prospectus  supplement  filed  pursuant to Rule
424(b) under the Securities Act.

                                       3
The  following  table sets forth  information  concerning  the  selling
shareholders and the number of shares that may be offered hereby by each selling
shareholder as of the date of this prospectus.
Number of Shares
                                                                               That May be
Selling Shareholder     Position with the Company                             Offered Hereby
Charles E. Scharlau     Chairman of the Board                                   414,996(1)

Harold M. Korell        President and Chief Executive Officer                   350,132(1)

Alan H. Stevens         President and COO, Southwestern Energy                  211,000(2)
                         Production Company, SEECO, Inc. and
                         Diamond "M" Production Company

Gregory D. Kerley       Executive Vice President and                            174,273(1)
                         Chief Financial Officer

Debbie J. Branch        Senior Vice President, Southwestern Energy Services      49,920(1)
                         Company and Southwestern Energy
                         Pipeline   Company

Charles V. Stevens      Senior Vice President, Arkansas Western Gas              64,643(1)
                         Company

George A. Taaffe        Senior Vice President, General Counsel and Secretary     22,800(1)

Richard F. Lane         Vice President--Exploration, Southwestern Energy         51,820(3)
                         Production Company

Timothy J. O'Donnell    Vice President--Human Resources, Treasurer and           22,130(1)
                         Assistant Secretary

Stanley T. Wilson       Controller and Chief Accounting Officer                  20,668(1)

John W. Batson          Staff Geophysicist, Southwestern Energy                   2,500(4)
                         Production Company

Wilfred W. Baumann      Manager, E & P Accounting, Southwestern Energy              420(4)
                         Production Company

Charles A. Bayles       Manager, Pipeline Systems, Arkansas Western Gas             420(4)
                         Company

Alan E. Bearden, Jr.    Manager, Accounting                                         420(4)

Thomas A. Brock         Senior Landman, Southwestern Energy Production            1,000(4)
                         Company

Susan D. Burks          Manager, Gas Accounting and Analysis, Arkansas            1,000(4)
                         Western Gas Company

William K. Butler       Senior Production Engineer, Southwestern Energy           1,420(4)
                         Production Company

                                       4
Number of Shares
                                                                               That May be
Selling Shareholder     Position with the Company                             Offered Hereby
Donna R. Campbell       Utility Rate Analyst, Arkansas Western Gas Company          420(4)

Alan R. Clemens         Staff Geophysicist, Southwestern Energy                   2,500(4)
                         Production Company

W. Brooks Clower, Jr.   Attorney                                                    420(4)

Jeffrey L. Dangeau      General Counsel and Secretary, Arkansas Western Gas       1,000(4)
                         Company

Terrence T. Darilek     Senior Landman, Southwestern Energy Production            1,100(4)
                         Company

James H. Denney, Jr.    Senior Geologist, Southwestern Energy Production          1,000(4)
                         Company

Jimmy R. Dewbre         Land Manager, Southwestern Energy Production              4,500(4)
                         Company

Daniel J. Diebolt       Manager, Marketing & Transportation, Southwestern           450(4)
                         Energy Services Company

Patric W. Dixon         Manager, Gas Supply, Southwestern Energy Services           450(4)
                         Company

Terry M. England        Division Operating Manager, Arkansas Western Gas            420(4)
                         Company

Ronald R. Foshee        Senior Geologist, Southwestern Energy Production          1,000(4)
                         Company

John C. Gargani         Manager, Economic Planning & Acquisitions,                2,000(4)
                         Southwestern Energy Production Company

Michael K. Garner       Senior Manager, Procurement & Facility Services             420(4)

Ronnie R. Gilbreath     District Production Engineer, Southwestern Energy           500(4)
                         Production Company

Patrick T. Gordon       Senior Production Geologist, Southwestern Energy          1,590(4)
                         Production Company

Teresa L. Grant         Senior Landman, Southwestern Energy Production              660(4)
                         Company

Sheila K. Green         Manager, Application Services                               420(4)

Ricky A. Gunter         Vice President--Rates and Regulation and Assistant        1,000(4)
                         Secretary, Arkansas Western Gas Company

                                       5
Number of Shares
                                                                               That May be
Selling Shareholder     Position with the Company                             Offered Hereby
Michael Z. Hays         Director, Pipeline Operations, Arkansas Western Gas         500(4)
                         Company

Dee W. Hency            Vice President--Administration and Chief Information      3,500(4)
                         Officer

Mark A. Hill            Senior Landman, Southwestern Energy Production              420(4)
                         Company

Mark A. Janik           Senior Reservoir Engineer, Southwestern Energy            1,200(4)
                         Production Company

Carol S. Johnston       Manager, Division Orders, Southwestern Energy               420(4)
                         Production Company

Dale J. Kardash         District Engineer, Southwestern Energy Production         1,790(4)
                         Company

John R. Kehn, Jr.       Vice President--Distribution Operations, Arkansas           675(4)
                         Western Gas Company

Robin A. Kisling        Superintendent--Production, Southwestern Energy             240(4)
                         Production Company

Karl A. Knudson         Senior Reservoir Engineer, Southwestern Energy            2,200(4)
                         Production Company

Richard J. Kurtz        Gas Marketing Representative, Southwestern Energy           450(4)
                         Services Company

Bob J. Lamb             Vice President--Community Development, Arkansas           1,200(4)
                         Western Gas Company

Steven K. McFarland     Manager, Network Services                                   420(4)

Terry G. McMillin       Safety/Health Environmental Coordinator,                    420(4)
                         Southwestern Energy Production Company

Richard C. Merrill      Staff Exploration Geologist, Southwestern Energy          1,750(4)
                         Production Company

James W. Mitchell       Manager, Field Procurement Services, Southwestern           420(4)
                         Energy Production Company

Glenn M. Morgan         Treasurer and Controller, Arkansas Western Gas            1,000(4)
                         Company

James L. Mullins, Jr.   Director, Human Resources, Arkansas Western Gas             420(4)
                         Company

Michael E. Navolio      Staff Geophysicist, Southwestern Energy Production        1,200(4)
                         Company

                                       6
Number of Shares
                                                                               That May be
Selling Shareholder     Position with the Company                             Offered Hereby
Freda R. O'Brien        Staff Reservoir Engineer, Southwestern Energy             1,950(4)
                         Production Company

Robert C. Pace          Staff Geologist, Southwestern Energy Production           2,200(4)
                         Company

Anita M. Parisi         Manager, Application Services                               420(4)

David L. Rader          Manager, Accounting, Arkansas Western Gas                   420(4)
                         Company

David L. Rolando        Division Properties Manager, Southwestern Energy            420(4)
                         Production Company

Debra Rutan             Senior Geologist, Southwestern Energy Production          1,000(4)
                         Company

George E. Schneider     Manager, Transmission Operations, Arkansas Western          420(4)
                         Gas Company

Phillip R. Shelby       Senior Production Geologist, Southwestern Energy            840(4)
                         Production Company

Bruce A. Smallwood      Manager, Taxation                                         1,000(4)

Joe A. Stubblefield     Exploitation and Drilling Manager, Southwestern           5,000(4)
                         Energy Production Company

Elsie C. Sullivan       Staff Geologist, Southwestern Energy Production           2,200(4)
                         Company

Bradley D. Sylvester    Investor Relations Coordinator                            1,000(4)

John D. Thaeler         SEECO Exploitation Manager, Southwestern Energy             900(4)
                         Production Company

Samuel G. Thompson      Senior Landman, Southwestern Energy Production            1,000(4)
                         Company

James M. Tully          Senior Drilling Engineer, Southwestern Energy             1,200(4)
                         Production Company

Ricardo Vasquez         Staff Geologist, Southwestern Energy Production           1,600(4)
                         Company

Eric M. Vaughn          Manager--Audit Services                                     420(4)

Matt B. Williams        Senior Geologist, Southwestern Energy Production          1,800(4)
                         Company

Paul W. Williams        Manager, Financial Reporting & Budgeting                  1,000(4)

                                       7
Number of Shares
                                                                               That May be
Selling Shareholder     Position with the Company                             Offered Hereby
William J. Winkelmann   Staff Geologist, Southwestern Energy Production           1,000(4)
                         Company

Daniel R. Zebrowski     Staff Geophysicist, Southwestern Energy                   2,200(4)
                         Production Company
[FN]

(1)  Represents shares of  common stock which may  be acquired upon the exercise
of options granted under the 1993 Stock  Incentive Plan and shares of restricted
common stock issued under the 1993 Stock Incentive Plan.

(2)  Includes 88,250  shares of common  stock  which  may be  acquired  upon the
exercise of options granted under the 1993 Stock Incentive Plan, 7,750 shares of
restricted  common  stock issued under the 1993 Stock  Incentive  Plan,  100,000
shares of common  stock  which may be  acquired  upon the  exercise  of  options
granted pursuant to a non-qualified  stock option and limited stock appreciation
right agreement and 15,000 shares of restricted  common stock issued pursuant to
a restricted stock agreement.

(3)  Includes 28,000  shares of common  stock  which  may be  acquired  upon the
exercise of options granted under the 1993 Stock Incentive Plan, 7,000 shares of
restricted  common  stock  issued under the 1993 Stock  Incentive  Plan,  15,000
shares of common  stock  which may be  acquired  upon the  exercise  of  options
granted pursuant to a non-qualified  stock option and limited stock appreciation
right agreement and 1,820 shares of restricted common stock issued pursuant to a
restricted stock agreement.

(4)  Represents shares of restricted common stock issued pursuant to  restricted
stock agreements.

                              PLAN OF DISTRIBUTION

         The selling  shareholders have not advised us of any specific plans for
the sale of the shares  offered  under  this  prospectus  but,  if and when such
shares are sold,  it is  anticipated  that the shares  will be sold from time to
time  primarily  in  transactions  on the New York Stock  Exchange at the market
price then prevailing. Sales also may be made through negotiated transactions or
otherwise,  at prices  related to the prevailing  market price or otherwise.  If
shares are sold through  brokers,  the selling  shareholders  may pay  customary
brokerage  commissions and charges.  The selling  shareholders  may effect these
transactions   by  selling  shares  to  or  through   broker-dealers   and  such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling  shareholders and or the purchaser of the shares so
sold for whom such  broker-dealers may act or to whom they may sell as principal
or both (which compensation, as to a particular broker-dealer,  may be in excess
of customary  commissions).  Shares covered by this  prospectus also may be sold
under  Rule 144 or  another  exemption  under the  Securities  Act  rather  than
pursuant to this prospectus.

         In connection with the sale of shares, the selling shareholders and any
participating  broker or dealer  may be deemed to be  "underwriters"  within the
meaning  of the  Securities  Act,  and any  profits  on the  sale of  shares  or
commissions  they  receive  may  be  deemed  to be  underwriting  discounts  and
commissions under the Securities Act.

                                       8
There is no assurance  that the selling  shareholders  will sell any or
all of the shares offered by them hereby.

                                     EXPERTS

         Our consolidated  financial statements as of December 31, 1998, and for
each of the three years in the period ended  December 31, 1998,  included in our
Annual Report on Form 10-K for the year ended December 31, 1998, incorporated by
reference herein,  have been audited by Arthur Andersen LLP,  independent public
accountants,  as indicated  in their  report with respect  thereto and have been
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

                                  LEGAL MATTERS

         The validity of the shares being offered hereby will be passed upon for
us by Conner & Winters, P.L.L.C., Fayetteville, Arkansas.

                                 INDEMNIFICATION

         The Arkansas Business Corporation Act provides that a corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any  threatened,  pending or completed  action or  proceeding
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  against expenses, judgments, fines and amounts paid in settlements
reasonably  incurred by him in  connection  with such action or proceeding if he
acted in good faith in a manner  reasonably  believed to be in or not opposed to
the best interests of the corporation. In addition, a corporation shall have the
power to indemnify  any person who was or is a party or is threatened to be made
a party to any  threatened,  pending  or  completed  action or suit by or in the
right of the  corporation  to procure a  judgment  in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
against  expenses  actually  reasonably  incurred by him in connection  with the
defense  or  settlement  of such  action  if he acted in good  faith in a manner
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim as to which  such  person  shall  have  been  adjudged  to be  liable  for
negligence or  misconduct  unless and only to the extent the court in which such
action was brought shall determine that,  despite the adjudication of liability,
but in  view of all  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.

         Our bylaws provide that our officers and directors shall be indemnified
to the  fullest  extent  permitted  by law in  connection  with  any  actual  or
threatened  action or  proceeding  arising out of their service to us (including
service to a subsidiary of ours) or to any other organization at our request.

         We  have  entered  into  indemnification  agreements  with  each of our
directors  and officers  pursuant to which we have has agreed to  indemnify  our
directors and officers  against  liabilities

                                       9
and litigation  costs  resulting  from their  service  to us.  We also  maintain
directors' and officers' liability insurance.

         Our 1993 Stock Incentive Plan provides:

         No member of the Committee shall be liable for any action,  omission or
         determination relating to the Plan, and the Company shall indemnify and
         hold harmless  each member of the Committee and each other  director or
         employee  of the  Company  to whom any duty or  power  relating  to the
         administration or interpretation of the Plan has been delegated against
         any cost or expense  (including  counsel fees) or liability  (including
         any sum  paid  in  settlement  of a  claim  with  the  approval  of the
         Committee)  arising  out  of  any  action,  omission  or  determination
         relating to the Plan, unless, in either case, such action,  omission or
         determination was taken or made by such member, director or employee in
         bad  faith  and  without  reasonable  belief  that  it was in the  best
         interests of the Company.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors,  officers or controlling persons pursuant
to the foregoing  provisions,  we have been informed that, in the opinion of the
SEC,  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 our payment of expenses
incurred or paid by one of our directors, officers or controlling persons in the
successful defense of any action, suit or proceeding) is asserted by a director,
officer  or  controlling   person  in  connection  with  the  securities   being
registered,  we will,  unless in the  opinion of our counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by us is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                       10
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents which have been filed by  Southwestern  Energy
Company  (the  "Company")  with the  Securities  and  Exchange  Commission  (the
"Commission") are incorporated by reference in this Registration Statement:

         (1)      The Company's  Annual Report on Form 10-K for the  fiscal year
                  ended December 31, 1998;

         (2)      The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 1999, June 30, 1999, and September 30, 1999;

         (3)      The  Company's  Current  Reports on  Form 8-K  filed  with the
                  Commission on April 8, 1999, and October 20, 1999;

         (4)      The description of the Company's common stock contained in the
                  Registration  Statement on Form 8-A dated October 23, 1981, as
                  updated by the Company's Current Report on Form 8-K dated July
                  8, 1993; and

         (5)      The description of the common stock  purchase rights contained
                  in Amendment No. 1 to the  Company's Registration Statement on
                  Form 8-A dated April 26, 1999.

         In addition,  all documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  prior to the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which deregisters all securities offered hereby then remaining unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from their respective dates of filing. Any statement  contained in
this Registration  Statement, or in a document incorporated by reference herein,
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent that a statement  contained  in any other  subsequently
filed  incorporated  document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

                                      II-1
Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  4-27-850 of the  Arkansas  Code  Annotated  provides  that the
Company shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
proceeding (other than an action by or in the right of the Company) by reason of
the  fact  that he is or was a  director,  officer,  employee  or  agent  of the
Company,  against  expenses,  judgments,  fines and amounts paid in  settlements
reasonably  incurred by him in  connection  with such action or proceeding if he
acted in good faith in a manner  reasonably  believed to be in or not opposed to
the best interests of the Company. In addition, the Company shall have the power
to  indemnify  any  person who was or is a party or is  threatened  to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the  Company to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the Company against expenses
actually reasonably incurred by him in connection with the defense or settlement
of such action if he acted in good faith in a manner  reasonably  believed to be
in or not  opposed to the best  interests  of the  Company  and  except  that no
indemnification  shall be made in respect  of any claim as to which such  person
shall have been adjudged to be liable for  negligence  or misconduct  unless and
only to the extent the court in which such  action was brought  shall  determine
that, despite the adjudication of liability, but in view of all circumstances of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses which the court shall deem proper.

         Article  VII,  Section 6, of the  Company's  Bylaws  provides  that the
Company's  officers and directors  shall be  indemnified  to the fullest  extent
permitted  by  law in  connection  with  any  actual  or  threatened  action  or
proceeding  arising out of their service to the Company  (including service to a
subsidiary  of  the  Company)  or to any  other  organization  at the  Company's
request.

         The Company has entered into  indemnification  agreements  with each of
its directors  and officers  under which the Company has agreed to indemnify its
directors and officers  against  liabilities and litigation costs resulting from
their  service  to the  Company.  The  Company  also  maintains  directors'  and
officers' liability insurance.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
Company  pursuant to the  foregoing  provisions,  the Company has been  informed
that,  in  the  opinion  of  the  Securities  and  Exchange   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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling

                                      II-2
precedent,  submit to a court of  appropriate jurisdiction the  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.

Item 7.  Exemption from Registration Claimed.

         Prior to the  effectiveness of the initial filing of this  Registration
Statement,  the  Company  awarded to certain  employees  (i) options to purchase
147,000 shares of its common stock pursuant to stock option  agreements and (ii)
59,785  shares of its common  stock  pursuant to  restricted  stock  agreements.
Registration  of the shares of common stock was not required  because the awards
of the  options  and shares did not  constitute  a "sale"  for  purposes  of the
Securities Act as no cash or other tangible or definable  consideration was paid
for such awards.  See SEC Release  33-6188,  SEC Docket  Volume 19, No. 7 at 482
(February 19, 1980).  In addition,  such  transactions  did not involve a public
offering and were therefore exempt pursuant to the provisions of Section 4(2) of
the Securities Act.

Item 8.  Exhibits.

Exhibit Number      Description

         4.1             Southwestern  Energy Company 1993 Stock Incentive Plan,
                         as  amended  and  restated  as  of  February  18,  1998
                         (incorporated  by  reference  herein  by  reference  to
                         Exhibit 10.2(d) to the Company's  Annual Report on Form
                         10-K for the year ended December 31, 1998).

         4.2             Form of Restricted Stock Agreement between Southwestern
                         Energy   Company   and  employees   awarded  shares  of
                         restricted stock.

         4.3             Form of  Non-qualified  Stock Option  and Limited Stock
                         Appreciation  Right  Certificate  between  Southwestern
                         Energy Company and employees granted stock options.

         5.1             Opinion of Conner & Winters, P.L.L.C.

        23.1             Consent of Arthur Andersen LLP.

        23.2             Consent of Conner & Winters, P.L.L.C. (contained in the
                         opinion included in Exhibit 5.1).

        24               Power of Attorney  (included on the  signature  page to
                         this Registration Statement).

                                      II-3
Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

                           (i)      To  include   any  prospectus   required  by
                  Section 10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising  after  the  effective   date  of  this   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  this
                  Registration  Statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of a prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in the volume
                  and price  represent  no more than a 20% change in the maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration Fee" table in this Registration Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this Registration  Statement or any material change to such
                  information in this Registration Statement;

         provided,  however,  that the  undertakings  set  forth  in  paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a  post-effective  amendment by 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 further  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 Section 15(d) of the
Exchange Act (and, where  applicable,  each

                                      II-4
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that is  incorporated  by  reference  in this  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 Securities and Exchange
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
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  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  the  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.

                                      II-5
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  Fayetteville,  State of  Arkansas on the 4th day of
February, 2000.

                                                   SOUTHWESTERN ENERGY COMPANY

                                                   By: /s/ Harold M. Korell
                                                        Harold M. Korell
                                                        President and
                                                        Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints Harold M. Korell and Greg D. Kerley, each
of them,  his true and lawful  attorneys-in-fact  and agents  with full power of
substitution,  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 all  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and agents,  full power and
authority to do and perform each and every act and thing requisite and 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 his or their  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 below by the  following  persons in the
capacities and on the dates indicated:
Signature                               Title                                           Date
/s/ Harold M. Korell                    President, Chief Executive                      February 4, 2000
Harold M. Korell                        Officer and Director
                                        (Principal Executive Officer)

/s/ Greg D. Kerley                      Executive Vice President and                    February 4, 2000
Greg D. Kerley                          Chief Financial Officer
                                        (Principal Financial Officer)

/s/Stanley T. Wilson                    Controller and Chief Accounting                 February 4, 2000
Stanley T. Wilson                       Officer (Principal Accounting Officer)

                                      II-6
Signature                               Title                                           Date
/s/ Lewis E. Epley, Jr.                 Director                                        February 4, 2000
Lewis E. Epley, Jr.

/s/ John Paul Hammerschmidt             Director                                        February 4, 2000
John Paul Hammerschmidt

/s/ Robert L. Howard                    Director                                        February 4, 2000
Robert L. Howard

/s/ Kenneth R. Mourton                  Director                                        February 4, 2000
Kenneth R. Mourton

/s/ Charles E. Scharlau                 Director and Chairman                           February 4, 2000
Charles E. Scharlau
II-7
EXHIBIT INDEX

Exhibit Number            Description

      4.1                 Southwestern Energy Company 1993 Stock Incentive Plan,
                          as  amended  and  restated  as  of  February  18, 1998
                          (incorporated  by reference  herein  by  reference  to
                          Exhibit  10.2 (d) to  the  Company's  Annual Report on
                          Form 10-K for the year ended December 31, 1998).

      4.2                 Form   of   Restricted    Stock    Agreement   between
                          Southwestern  Energy  Company  and  employees  awarded
                          shares of restricted stock.

      4.3                 Form of  Non-qualified  Stock Option and Limited Stock
                          Appreciation  Right Certificate  between  Southwestern
                          Energy Company and employees granted stock options.

      5.1                 Opinion of Conner & Winters, P.L.L.C.

     23.1                 Consent of Arthur Andersen LLP.

     23.2                 Consent of  Conner & Winters,  P.L.L.C.  (contained in
                          the opinion included in Exhibit 5.1).

     24                   Power of Attorney (included on the  signature  page to
                          this Registration Statement).