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      <p align="center"><font size="2">As filed with the Securities and
      Exchange Commission on November 12, 2002.<br>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Registration No. 333-</font></p>
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    <td width="100%" colspan="5" align="center" height="21">UNITED STATES </td>
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      <p align="center">SECURITIES AND EXCHANGE COMMISSION</td>
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      <p align="center">Washington, D.C. 20549</td>
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      <p align="center"><b>FORM S-8</b></td>
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      <p align="center">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</td>
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      <p align="center"><b>SOUTHWESTERN ENERGY COMPANY</b></td>
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      <p align="center"><font size="1">(Exact name of registrant as specified in its charter)</font></td>
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      <p align="center">Arkansas</td>
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      <p align="center">71-0205415</td>
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      <p align="center">(State or other jurisdiction of incorporation<br>
      or organization)</td>
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      <p align="center">(I.R.S. employer identification no.)<br>
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      <p align="center">2350 N. Sam Houston Pkwy. E., Suite 300</td>
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      <p align="center">Houston, Texas 77032</td>
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      <p align="center">(Address of principal executive offices including zip
      code)</td>
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      <p align="center"><b>Southwestern Energy Company 2002 Employee Stock
      Incentive Plan</b></td>
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      <p align="center">(Full title of the plan)</td>
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      <p align="center">Mark K. Boling</td>
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      <p align="center">2350 N. Sam Houston Pkwy. E., Suite 300</td>
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    <td width="100%" height="21" colspan="5" align="center">Houston, Texas 77032</td>
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      <p align="center">(281) 618-4700</td>
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      <p align="center">(Name, address and telephone number, including area
      code, of agent for service)</td>
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      <p align="center">CALCULATION OF REGISTRATION FEE</td>
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      <br>
      Title of securities<br>
      to be registered</td>
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      <br>
      Amount to be<br>
      registered (1)(2)</td>
    <td width="20%" height="21" style="border-left-style: double; border-right-style: double; border-top-style: double; border-bottom: 1 double #000000">
      <p align="center">Proposed <br>
      maximum<br>
      offering price<br>
      per share</td>
    <td width="20%" height="21" style="border-left-style: double; border-right-style: double; border-top-style: double; border-bottom: 1 double #000000">
      <p align="center">Proposed<br>
      Maximum<br>
      Aggregate<br>
      offering price (3)</td>
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      Amount of <br>
      registration<br>
      fee</td>
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      <p align="center"><br>
      Common Stock<br>
      $.10 par value</td>
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      <p align="center"><br>
      300,000 shares<br>
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      <p align="center">(3)</td>
    <td width="20%" height="21" style="border-left-style: double; border-right-style: double; border-top-style: double; border-bottom: 1 double #000000">
      <p align="center">3,306,000</td>
    <td width="20%" height="21" style="border-left-style: double; border-right-style: double; border-top-style: double; border-bottom: 1 double #000000">
      <p align="center">$304.15</td>
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<blockquote>
  <font SIZE="2">
  <p ALIGN="JUSTIFY">(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.</p>
  <p ALIGN="JUSTIFY">(2) Each share is accompanied by a common stock purchase
  right pursuant to the Amended and Restated Rights Agreement, dated April 12,
  1999, with EquiServe Trust Company, N.A., as Rights Agent.</p>
  <p ALIGN="JUSTIFY">(3) Estimated solely for the purpose of calculating the
  registration fee in accordance with Rule 457 based on the average of the high
  and low sale prices reported on the New York Stock Exchange on November 11,
  2002, of $11.02 per share with respect to 300,000 shares issuable under the
  employee stock incentive plan.</p>
  </blockquote>
</font>
<p ALIGN="JUSTIFY" style="border-bottom: 2 ridge #000000">&nbsp;</p>
<b>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">EXPLANATORY NOTE</p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Registration
Statement relates to 300,000 shares of common stock issuable pursuant to the
Southwestern Energy Company 2002 Employee Stock Incentive Plan . Pursuant to the
Note to Part I of Form S-8, the information relating to the Plan specified by
Part I of Form S-8 has been omitted. The prospectus filed as a part of this
Registration Statement, referred to as 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. The reoffer prospectus may be used for reofferings and
resales of shares of the Company's common stock which are deemed to be
restricted securities under the Securities Act.</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY" style="border-bottom: 2 ridge #000000">&nbsp;</p>
<p>PROSPECTUS</p>
<b><font SIZE="5">
<p ALIGN="CENTER">Southwestern Energy Company</p>
<p ALIGN="CENTER"></font><font SIZE="4">300,000 Shares of Common Stock</p>
</font></b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This prospectus relates to up to
300,000 shares of common stock of Southwestern Energy Company which are issuable
pursuant to the Southwestern Energy Company 2002 Employee Stock Incentive Plan
(the &quot;Plan&quot;) to key employees of the Company who are not officers or
directors for the purposes of Section 16 of the Exchange Act.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The selling shareholders may sell
their shares at prices prevailing on the New York Stock Exchange on the date of
sale, prices relating to prevailing market prices or negotiated prices. 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 &quot;underwriters&quot; within the meaning of
the Securities Act of 1933, 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 compensation under the Securities Act of 1933.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our common stock is listed on the
New York Stock Exchange under the symbol &quot;SWN.&quot; The last reported sale
price of our common stock on the New York Stock Exchange on November 11, 2002,
was $10.90.</p>
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<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
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<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">The date of this prospectus is November 12, 2002</p>
<p align="center" style="border-bottom: 2 ridge #000000">&nbsp;</p>
<b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
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<p ALIGN="CENTER">TABLE OF CONTENTS</p>
</b>
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      <p align="center">Page</td>
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    <td width="94%">Where You Can Find More
      Information...........................................................................................................
    </td>
    <td width="3%"></td>
    <td width="3%" align="right">2</td>
  </tr>
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    <td width="94%">Incorporation of Certain Documents by Reference
      ...........................................................................................</td>
    <td width="3%"></td>
    <td width="3%" align="right">3</td>
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    <td width="94%">The Company
      .................................................................................................................................................</td>
    <td width="3%"></td>
    <td width="3%" align="right">3</td>
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    <td width="94%">Use of
      Proceeds..............................................................................................................................................</td>
    <td width="3%"></td>
    <td width="3%" align="right">4</td>
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    <td width="94%">Selling Shareholders
      ........................................................................................................................................</td>
    <td width="3%"></td>
    <td width="3%" align="right">5</td>
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    <td width="94%">Plan of Distribution
      ..........................................................................................................................................</td>
    <td width="3%"></td>
    <td width="3%" align="right">5</td>
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    <td width="94%">Experts
      ...........................................................................................................................................................</td>
    <td width="3%"></td>
    <td width="3%" align="right">5</td>
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    <td width="94%">Legal Matters
      ..................................................................................................................................................</td>
    <td width="3%"></td>
    <td width="3%" align="right">6</td>
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    <td width="94%">Indemnification
      ................................................................................................................................................</td>
    <td width="3%"></td>
    <td width="3%" align="right">6</td>
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<p>&nbsp;</p>
<b>
<p align="center">WHERE YOU CAN FIND MORE INFORMATION</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We file annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission (the &quot;SEC&quot;). 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 <i>http://www.sec.gov.</i> 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
<p align="center">2</p>
<b>
<p ALIGN="CENTER">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The SEC allows us to
&quot;incorporate by reference&quot; 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 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:</p>
<blockquote>
  <blockquote>
    <blockquote>
      <p>-&nbsp;&nbsp;&nbsp; Our Annual Report on Form 10-K for the year ended
      December 31, 2001, as amended by Form 10K/A filed on September 24, 2002;</p>
      <p>-&nbsp;&nbsp;&nbsp; Our Quarterly Reports on Form 10-Q for the
      quarters ended March 31, 2002 (as amended by Form 10-Q/A filed on
      September 24, 2002), June 30, 2002; and September 30, 2002.</p>
      <p>-&nbsp;&nbsp;&nbsp; Our Current Reports on Form 8-K filed with the
      SEC on February 19, 2002, March 21, 2002, April 23, 2002 (as amended by
      Form 8-K/A field on April 24, 2002), April 24, 2002, May 15, 2002, June
      21, 2002, July 29, 2002 (as amended by Form 8-K/A filed on July 30, 2002),
      August 14, 2002, September 24, 2002, September 27, 2002; October 18, 2002;
      October 25, 2002; October 30, 2002; and November 12, 2002.</p>
      <p>-&nbsp;&nbsp;&nbsp; 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</p>
      <p>-&nbsp;&nbsp;&nbsp; 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.</p>
    </blockquote>
  </blockquote>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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,
2350 N. Sam Houston Parkway East, Suite 300, Houston, Texas 77032, Attention:
Corporate Secretary. Telephone requests may be directed to (281) 618-4700.</p>
<p>&nbsp;</p>
<p align="center"><b>THE COMPANY</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We are an energy company primarily
focused on natural gas. We were originally incorporated in Arkansas in 1929 as a
local gas distribution company. Today, we are an exempt holding company under
the Public Utility Holding Company Act of 1935 and derive the vast majority of
our operating income and cash flow from our oil and gas exploration and
production business. We are involved in the following business segments:</p>
<p align="center">3</p>
<blockquote>
  <blockquote>
    <blockquote>
      <p>-&nbsp;&nbsp;&nbsp; <i>Exploration and Production</i> - We are
      engaged in natural gas and oil exploration, development and production,
      with operations principally located in Arkansas, Oklahoma, Texas, New
      Mexico and Louisiana. This represents our primary business.</p>
      <p>-&nbsp;&nbsp;&nbsp; <i>Natural Gas Distribution</i> - We are engaged
      in the gathering, distribution and transmission of natural gas to
      approximately 136,000 customers in Arkansas.</p>
      <p>-&nbsp;&nbsp;&nbsp; <i>Marketing and Transportation</i> - We provide
      marketing and transportation services in our core areas of operation and
      own a 25% interest in the NOARK Pipeline System, Limited Partnership, a
      gas transmission system that includes 749 miles of pipeline with a total
      throughput capacity of 330 MMcfd.</p>
    </blockquote>
  </blockquote>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our business strategy is to
provide long-term growth through focused exploration and production of oil and
natural gas. We seek to maximize cash flow and earnings and provide consistent
growth in oil and gas production and reserves through the discovery, production
and marketing of high margin reserves from a balanced portfolio of drilling
opportunities. This balanced portfolio includes low risk development drilling in
the Arkoma Basin, moderate risk exploration and exploitation in the Permian
Basin and east Texas, and high potential exploration opportunities in the
onshore Gulf Coast.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We create additional value through
our natural gas distribution, marketing and transportation activities. We
further enhance shareholder value by creating and capturing additional value
beyond the wellhead through our marketing and transportation activities.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our principal executive offices
are located at 2350 N. Sam Houston Parkway East, Suite 300, Houston, Texas
77032, and our telephone number is (281) 618-4700.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">USE OF PROCEEDS</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Shares which may be sold pursuant
to this prospectus will be sold by the selling shareholders for their own
accounts and we will not receive any proceeds from any such sales. See
&quot;Selling Shareholders&quot; and &quot;Plan of Distribution.&quot;</p>
<p ALIGN="CENTER">4</p>
<b>
<p ALIGN="CENTER">SELLING SHAREHOLDERS</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The shares offered under this
prospectus are being registered for reoffers and resales by selling shareholders
who may acquire such shares pursuant to restricted stock awards and the exercise
of stock options awarded them under the Plan. The selling shareholders may
resell all, a portion of, or none of the shares they hold.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">PLAN OF DISTRIBUTION</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In connection with the sale of
shares, the selling shareholders and any participating broker or dealer may be
deemed to be &quot;underwriters&quot; 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; There is no assurance that the
selling shareholders will sell any or all of the shares offered by them hereby.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">EXPERTS</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The financial statements
incorporated in this prospectus by reference to the Annual Report on Form 10-K/A
for the year ended December 31, 2001, have been so incorporated in reliance on
the report (which contains an explanatory paragraph relating to the Company's
correction of its statement of comprehensive income (loss) as described in Note
1 to the financial statements) of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.</p>
<p align="center">5</p>
<b>
<p ALIGN="CENTER">LEGAL MATTERS</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The validity of the shares being
offered hereby will be passed upon for us by Conner &amp; Winters, P.L.L.C.,
Fayetteville, Arkansas.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">INDEMNIFICATION</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We have entered into
indemnification agreements with each of our directors and officers pursuant to
which we have agreed to indemnify our directors and officers against liabilities
and litigation costs resulting from their service to us. We also maintain
directors' and officers' liability insurance.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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</p>
<p align="center">6</p>
<p>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.</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">&nbsp;&nbsp; 7</p>
<p align="center"><b>PART II</p>
<p align="center">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>
<p>Item
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Incorporation of Documents by Reference.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following documents which have
been filed by Southwestern Energy Company (the &quot;Company&quot;) with the
Securities and Exchange Commission (the &quot;Commission&quot;) are incorporated
by reference in this Registration Statement:</p>
<blockquote>
  <blockquote>
    <p>(1)&nbsp;&nbsp;&nbsp; The Company's Annual Reports on Form 10-K for the
    fiscal year ended December 31, 2001, as amended by Form 10-K/A filed on
    September 24, 2002;</p>
    <p>(2)&nbsp;&nbsp;&nbsp; The Company's Quarterly Reports on Form 10-Q for
    the quarters ended March 31, 2002 (as amended by Form 10-Q/A filed on
    September 24, 2002), June 30, 2002; and September 30, 2002.</p>
    <p>(3)&nbsp;&nbsp;&nbsp; The Company's Current Reports on Form 8-K filed
    with the Commission on February 19, 2002, March 21, 2002, April 23, 2002 (as
    amended by Form 8-K/A filed on April 24, 2002), April 24, 2002, May 15,
    2002, June 21, 2002, July 29, 2002 (as amended by Form 8-K/A filed on July
    30, 2002), August 14, 2002, September 24, 2002, September 27, 2002; October
    18, 2002; October 25, 2002; October 30, 2002; and November 12, 2002.</p>
    <p>(4)&nbsp;&nbsp;&nbsp; The description of the Company's common stock
    contained in the Registration&nbsp;&nbsp;&nbsp; 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</p>
    <p>(5)&nbsp;&nbsp;&nbsp; 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.</p>
  </blockquote>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 &quot;Exchange
Act&quot;), 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.</p>
<p align="center"><b>II-1</b></p>
<b>
<p>Item
4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Description of Securities.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not
applicable.</p>
<b>
<p>Item
5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Interests of Named Experts and Counsel.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not
applicable.</p>
<b>
<p>Item
6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Indemnification of Directors and Officers.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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</p>
<p align="center"><b>II-2</b></p>
<p>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
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.</p>
<b>
<p>Item
7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Exemption from Registration Claimed.</p>
<p>&nbsp;&nbsp; </b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not
applicable.</p>
<b>
<p>Item
8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Exhibits.</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
      </b>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="15%" valign="top">&nbsp;<u>Exhibit Number</u></td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top"><u>Description</u></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      4.1</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top">Southwestern Energy Company 2002 Employee Stock Incentive
      Plan.</td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top"></td>
    <td width="3%" valign="top"></td>
    <td width="82%" valign="top"></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      4.2</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top">Form of Non-qualified Stock Option between Southwestern
      Energy Company and employees granted stock options.</td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;</td>
    <td width="3%" valign="top"></td>
    <td width="82%" valign="top"></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      4.3</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top">Form of Restricted Stock Agreement between Southwestern
      Energy Company and employees awarded shares of restricted stock.</td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;</td>
    <td width="3%" valign="top"></td>
    <td width="82%" valign="top"></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      5.1</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top">Opinion of Conner &amp; Winters, P.L.L.C.</td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;</td>
    <td width="3%" valign="top"></td>
    <td width="82%" valign="top"></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      23.1</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top">Consent of PricewaterhouseCoopers LLP.</td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;</td>
    <td width="3%" valign="top"></td>
    <td width="82%" valign="top"></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 23.2</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top">Consent of Conner &amp; Winters, P.L.L.C. (contained in the
      opinion included)</td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;</td>
    <td width="3%" valign="top"></td>
    <td width="82%" valign="top"></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 24</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top">Power of Attorney (included on the signature page to this
      Registration Statement).</td>
  </tr>
  </table>
<b>
<p>&nbsp;</p>
<p>Item
9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Undertakings.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;
The undersigned Registrant hereby undertakes:</p>
<blockquote>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  (1)&nbsp;&nbsp;&nbsp; To file, during any period in which offers or sales are
  being made of the securities registered&nbsp; hereby, a post-effective
  amendment to this Registration Statement:</p>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp; To include any prospectus required by Section 10(a)(3) of the
Securities Act;</p>
<p align="center"><b>II-3</b></p>
<blockquote>
  <blockquote>
    <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii)&nbsp;&nbsp; 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 &quot;Calculation of
    Registration Fee&quot; table in this Registration Statement;</p>
    <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii)&nbsp;&nbsp; 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;</p>
  </blockquote>
  <p>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.</p>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (2)&nbsp;&nbsp; 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.</p>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (3)&nbsp;&nbsp; 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.</p>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp; 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 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;
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</p>
<p align="center"><b>II-4</b></p>
<p>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.</p>
<p>&nbsp;</p>
<p align="center"><b>II-5</b></p>
<p align="center"><b>SIGNATURES</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 Houston, State of
Texas on the 12th day of November, 2002.</p>
<p>&nbsp;</p>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="60%"></td>
    <td width="40%" colspan="2">SOUTHWESTERN ENERGY COMPANY</td>
  </tr>
  <tr>
    <td width="60%">&nbsp;</td>
    <td width="40%" colspan="2"></td>
  </tr>
  <tr>
    <td width="60%">&nbsp;</td>
    <td width="40%" colspan="2"></td>
  </tr>
  <tr>
    <td width="60%">&nbsp;</td>
    <td width="40%" colspan="2"></td>
  </tr>
  <tr>
    <td width="60%"></td>
    <td width="1%">By: </td>
    <td width="39%">
      <p style="border-bottom: 2 ridge #000000">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      /s/ Harold M. Korell</td>
  </tr>
  <tr>
    <td width="60%"></td>
    <td width="40%" colspan="2">
      <p align="center">Harold M. Korell<br>
      President, Chairman and<br>
      Chief Executive Officer</td>
  </tr>
  <tr>
    <td width="60%"></td>
    <td width="40%" colspan="2"></td>
  </tr>
</table>
<p>&nbsp;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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:</p>
<p>&nbsp;</p>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="26%"><b><u>Signature</u></b></td>
    <td width="7%" align="center"></td>
    <td width="45%"><b><u>Title</u></b></td>
    <td width="2%" align="center"></td>
    <td width="20%"><b><u>Date</u></b></td>
  </tr>
  <tr>
    <td width="26%">&nbsp;</td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">
      <p style="border-bottom: 2 ridge #000000">/s/ Harold M. Korell</td>
    <td width="7%" align="center"></td>
    <td width="45%">President, Chairman, Chief Executive</td>
    <td width="2%" align="center"></td>
    <td width="20%">November 12, 2002</td>
  </tr>
  <tr>
    <td width="26%">Harold M. Korell</td>
    <td width="7%" align="center"></td>
    <td width="45%">Officer and Director</td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%"></td>
    <td width="7%" align="center"></td>
    <td width="45%">(Principal Executive Officer)</td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">&nbsp;</td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">
      <p style="border-bottom: 2 ridge #000000">/s/ Greg D. Kerley</td>
    <td width="7%" align="center"></td>
    <td width="45%">Executive Vice President and </td>
    <td width="2%" align="center"></td>
    <td width="20%">November 12, 2002</td>
  </tr>
  <tr>
    <td width="26%">Greg D. Kerley</td>
    <td width="7%" align="center"></td>
    <td width="45%">Chief Financial Officer</td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%"></td>
    <td width="7%" align="center"></td>
    <td width="45%">(Principal Financial Officer)</td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">&nbsp;</td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">
      <p style="border-bottom: 2 ridge #000000">/s/ Stanley T. Wilson</td>
    <td width="7%" align="center"></td>
    <td width="45%">Controller and Chief Accounting</td>
    <td width="2%" align="center"></td>
    <td width="20%">November 12, 2002</td>
  </tr>
  <tr>
    <td width="26%">Stanley T. Wilson</td>
    <td width="7%" align="center"></td>
    <td width="45%">Officer (Principal Accounting Officer)</td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%"></td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
</table>
<b>
<p align="center">II-6</p>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="26%">
      <p style="border-bottom: 2 ridge #000000">/s/ Lewis E. Epley, Jr.</td>
    <td width="7%" align="center"></td>
    <td width="45%">Director</td>
    <td width="2%" align="center"></td>
    <td width="20%">November 12, 2002</td>
  </tr>
  <tr>
    <td width="26%">Lewis E. Epley, Jr.</td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">&nbsp;</td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">
      <p style="border-bottom: 2 ridge #000000">/s/ John Paul Hammerschmidt</td>
    <td width="7%" align="center"></td>
    <td width="45%">Director</td>
    <td width="2%" align="center"></td>
    <td width="20%">November 12, 2002</td>
  </tr>
  <tr>
    <td width="26%">John Paul Hammerschmidt</td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">&nbsp;</td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">
      <p style="border-bottom: 2 inset #000000">/s/ Robert L. Howard</td>
    <td width="7%" align="center"></td>
    <td width="45%">Director</td>
    <td width="2%" align="center"></td>
    <td width="20%">November 12, 2002</td>
  </tr>
  <tr>
    <td width="26%">Robert L. Howard</td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">&nbsp;</td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">
      <p style="border-bottom: 2 ridge #000000">/s/ Kenneth R. Mourton</td>
    <td width="7%" align="center"></td>
    <td width="45%">Director</td>
    <td width="2%" align="center"></td>
    <td width="20%">November 12, 2002</td>
  </tr>
  <tr>
    <td width="26%">Kenneth R. Mourton</td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">&nbsp;</td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%">
      <p style="border-bottom: 2 ridge #000000">/s/ Charles E. Scharlau</td>
    <td width="7%" align="center"></td>
    <td width="45%">Director</td>
    <td width="2%" align="center"></td>
    <td width="20%">November 12, 2002</td>
  </tr>
  <tr>
    <td width="26%">Charles E. Scharlau</td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
  <tr>
    <td width="26%"></td>
    <td width="7%" align="center"></td>
    <td width="45%"></td>
    <td width="2%" align="center"></td>
    <td width="20%"></td>
  </tr>
</table>
<p align="left">&nbsp;</p>
<p align="center">II-7</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
          <blockquote>
            <u>
            <p>Exhibit Number Description</p>
            </blockquote>
          </blockquote>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</u>
<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="15%" valign="top"><u>Exhibit Number</u></td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top"><u>Description</u></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      4.1</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top"><a href="exhibit41.htm">Southwestern Energy Company 2002 Employee Stock Incentive
      Plan.</a></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;</td>
    <td width="3%" valign="top"></td>
    <td width="82%" valign="top"></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      4.2</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top"><a href="exhibit42.htm">Form of Non-qualified Stock Option between Southwestern
      Energy Company and employees granted stock options.</a></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;</td>
    <td width="3%" valign="top"></td>
    <td width="82%" valign="top"></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      4.3</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top"><a href="exhibit43.htm">Form of Restricted Stock Agreement between Southwestern
      Energy Company and employees awarded shares of restricted stock.</a></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;</td>
    <td width="3%" valign="top"></td>
    <td width="82%" valign="top"></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      5.1</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top"><a href="exhibit51.htm">Opinion of Conner &amp; Winters,
      P.L.L.C.</a></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;</td>
    <td width="3%" valign="top"></td>
    <td width="82%" valign="top"></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      23.1</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top"><a href="exhibit231.htm">Consent of PricewaterhouseCoopers LLP.</a></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;</td>
    <td width="3%" valign="top"></td>
    <td width="82%" valign="top"></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 23.2</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top">Consent of Conner &amp; Winters, P.L.L.C. (contained in the
      opinion included)</td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;</td>
    <td width="3%" valign="top"></td>
    <td width="82%" valign="top"></td>
  </tr>
  <tr>
    <td width="15%" align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 24</td>
    <u>
    <td width="3%" valign="top"></td>
    </u>
    <td width="82%" valign="top">Power of Attorney (included on the signature page to this
      Registration Statement).</td>
  </tr>
</table>
<p align="left">&nbsp;</p>
</b>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
          <blockquote>
            <blockquote>
              <blockquote>
                <blockquote>
                  <blockquote>
                    <blockquote>
                      <blockquote>
                        <blockquote>
                          <blockquote>
                            <blockquote>
                              <blockquote>
                                <blockquote>
                                  <blockquote>
                                    <blockquote>
                                      <blockquote>
                                        <p>&nbsp;</p>
                                      </blockquote>
                                    </blockquote>
                                  </blockquote>
                                </blockquote>
                              </blockquote>
                            </blockquote>
                          </blockquote>
                        </blockquote>
                      </blockquote>
                    </blockquote>
                  </blockquote>
                </blockquote>
              </blockquote>
            </blockquote>
          </blockquote>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
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            <blockquote>
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                        <blockquote>
                          <blockquote>
                            <blockquote>
                              <blockquote>
                                <blockquote>
                                  <blockquote>
                                    <blockquote>
                                      <blockquote>
                                        <p>&nbsp;</p>
                                      </blockquote>
                                    </blockquote>
                                  </blockquote>
                                </blockquote>
                              </blockquote>
                            </blockquote>
                          </blockquote>
                        </blockquote>
                      </blockquote>
                    </blockquote>
                  </blockquote>
                </blockquote>
              </blockquote>
            </blockquote>
          </blockquote>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
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</html>
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{"company-data": {"conformed-name": "SOUTHWESTERN ENERGY CO", "cik": "0000007332", "assigned-sic": "1311", "irs-number": "710205415", "state-of-incorporation": "AR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101160", "film-number": "02818023"}, "business-address": {"street1": "2350 N. SAM HOUSTON PARKWAY EAST", "street2": "SUITE 300", "city": "HOUSTON", "state": "TX", "zip": "77032", "phone": "2816184700"}, "former-company": {"former-conformed-name": "ARKANSAS WESTERN GAS CO", "date-changed": "19790917"}}
Arkansas 71
As filed with the Securities and
      Exchange Commission on November 12, 2002.
Registration No. 333-
UNITED STATES
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 incorporation
or organization)
(I.R.S. employer identification no.)
2350 N. Sam Houston Pkwy. E., Suite 300
Houston, Texas 77032
(Address of principal executive offices including zip
      code)
Southwestern Energy Company 2002 Employee Stock
      Incentive Plan
(Full title of the plan)
Mark K. Boling
2350 N. Sam Houston Pkwy. E., Suite 300
Houston, Texas 77032
(281) 618-4700
(Name, address and telephone number, including area
      code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered (1)(2)
Proposed
maximum
offering price
per share
Proposed
Maximum
Aggregate
offering price (3)
Amount of
registration
fee
Common Stock
$.10 par value
300,000 shares
(3)
3,306,000
$304.15
(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 EquiServe Trust Company, N.A., as Rights Agent.
(3) Estimated solely for the purpose of calculating the
  registration fee in accordance with Rule 457 based on the average of the high
  and low sale prices reported on the New York Stock Exchange on November 11,
  2002, of $11.02 per share with respect to 300,000 shares issuable under the
  employee stock incentive plan.
EXPLANATORY NOTE
This Registration
Statement relates to 300,000 shares of common stock issuable pursuant to the
Southwestern Energy Company 2002 Employee Stock Incentive Plan . Pursuant to the
Note to Part I of Form S-8, the information relating to the Plan specified by
Part I of Form S-8 has been omitted. The prospectus filed as a part of this
Registration Statement, referred to as 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. The reoffer prospectus may be used for reofferings and
resales of shares of the Company's common stock which are deemed to be
restricted securities under the Securities Act.
PROSPECTUS
Southwestern Energy Company
300,000 Shares of Common Stock
This prospectus relates to up to
300,000 shares of common stock of Southwestern Energy Company which are issuable
pursuant to the Southwestern Energy Company 2002 Employee Stock Incentive Plan
(the "Plan") to key employees of the Company who are not officers or
directors for the purposes of Section 16 of the Exchange Act.
The selling shareholders may sell
their shares at prices prevailing on the New York Stock Exchange on the date of
sale, prices relating to prevailing market prices or negotiated prices. 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 of 1933, 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 compensation 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 November 11, 2002,
was $10.90.
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 November 12, 2002
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
Incorporation of Certain Documents by Reference
      ...........................................................................................
3
The Company
      .................................................................................................................................................
3
Use of
      Proceeds..............................................................................................................................................
4
Selling Shareholders
      ........................................................................................................................................
5
Plan of Distribution
      ..........................................................................................................................................
5
Experts
      ...........................................................................................................................................................
5
Legal Matters
      ..................................................................................................................................................
6
Indemnification
      ................................................................................................................................................
6
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.
2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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 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, 2001, as amended by Form 10K/A filed on September 24, 2002;
-    Our Quarterly Reports on Form 10-Q for the
      quarters ended March 31, 2002 (as amended by Form 10-Q/A filed on
      September 24, 2002), June 30, 2002; and September 30, 2002.
-    Our Current Reports on Form 8-K filed with the
      SEC on February 19, 2002, March 21, 2002, April 23, 2002 (as amended by
      Form 8-K/A field on April 24, 2002), April 24, 2002, May 15, 2002, June
      21, 2002, July 29, 2002 (as amended by Form 8-K/A filed on July 30, 2002),
      August 14, 2002, September 24, 2002, September 27, 2002; October 18, 2002;
      October 25, 2002; October 30, 2002; and November 12, 2002.
-    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,
2350 N. Sam Houston Parkway East, Suite 300, Houston, Texas 77032, Attention:
Corporate Secretary. Telephone requests may be directed to (281) 618-4700.
THE COMPANY
We are an energy company primarily
focused on natural gas. We were originally incorporated in Arkansas in 1929 as a
local gas distribution company. Today, we are an exempt holding company under
the Public Utility Holding Company Act of 1935 and derive the vast majority of
our operating income and cash flow from our oil and gas exploration and
production business. We are involved in the following business segments:
3
-
Exploration and Production
- We are
      engaged in natural gas and oil exploration, development and production,
      with operations principally located in Arkansas, Oklahoma, Texas, New
      Mexico and Louisiana. This represents our primary business.
-
Natural Gas Distribution
- We are engaged
      in the gathering, distribution and transmission of natural gas to
      approximately 136,000 customers in Arkansas.
-
Marketing and Transportation
- We provide
      marketing and transportation services in our core areas of operation and
      own a 25% interest in the NOARK Pipeline System, Limited Partnership, a
      gas transmission system that includes 749 miles of pipeline with a total
      throughput capacity of 330 MMcfd.
Our business strategy is to
provide long-term growth through focused exploration and production of oil and
natural gas. We seek to maximize cash flow and earnings and provide consistent
growth in oil and gas production and reserves through the discovery, production
and marketing of high margin reserves from a balanced portfolio of drilling
opportunities. This balanced portfolio includes low risk development drilling in
the Arkoma Basin, moderate risk exploration and exploitation in the Permian
Basin and east Texas, and high potential exploration opportunities in the
onshore Gulf Coast.
We create additional value through
our natural gas distribution, marketing and transportation activities. We
further enhance shareholder value by creating and capturing additional value
beyond the wellhead through our marketing and transportation activities.
Our principal executive offices
are located at 2350 N. Sam Houston Parkway East, Suite 300, Houston, Texas
77032, and our telephone number is (281) 618-4700.
USE OF PROCEEDS
Shares which may be sold pursuant
to this prospectus will be sold by the selling shareholders for their own
accounts and we will not receive any proceeds from any such sales. See
"Selling Shareholders" and "Plan of Distribution."
4
SELLING SHAREHOLDERS
The shares offered under this
prospectus are being registered for reoffers and resales by selling shareholders
who may acquire such shares pursuant to restricted stock awards and the exercise
of stock options awarded them under the Plan. The selling shareholders may
resell all, a portion of, or none of the shares they hold.
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.
There is no assurance that the
selling shareholders will sell any or all of the shares offered by them hereby.
EXPERTS
The financial statements
incorporated in this prospectus by reference to the Annual Report on Form 10-K/A
for the year ended December 31, 2001, have been so incorporated in reliance on
the report (which contains an explanatory paragraph relating to the Company's
correction of its statement of comprehensive income (loss) as described in Note
1 to the financial statements) of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
5
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 agreed to indemnify our directors and officers against liabilities
and litigation costs resulting from their service to us. We also maintain
directors' and officers' liability insurance.
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
6
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.
7
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 Reports on Form 10-K for the
    fiscal year ended December 31, 2001, as amended by Form 10-K/A filed on
    September 24, 2002;
(2)    The Company's Quarterly Reports on Form 10-Q for
    the quarters ended March 31, 2002 (as amended by Form 10-Q/A filed on
    September 24, 2002), June 30, 2002; and September 30, 2002.
(3)    The Company's Current Reports on Form 8-K filed
    with the Commission on February 19, 2002, March 21, 2002, April 23, 2002 (as
    amended by Form 8-K/A filed on April 24, 2002), April 24, 2002, May 15,
    2002, June 21, 2002, July 29, 2002 (as amended by Form 8-K/A filed on July
    30, 2002), August 14, 2002, September 24, 2002, September 27, 2002; October
    18, 2002; October 25, 2002; October 30, 2002; and November 12, 2002.
(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.
II-1
Item
4.                 
Description of Securities.
Not
applicable.
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
II-2
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
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.
Not
applicable.
Item
8.                 
Exhibits.
Exhibit Number
Description
4.1
Southwestern Energy Company 2002 Employee Stock Incentive
      Plan.
4.2
Form of Non-qualified Stock Option between Southwestern
      Energy Company and employees granted stock options.
4.3
Form of Restricted Stock Agreement between Southwestern
      Energy Company and employees awarded shares of restricted stock.
5.1
Opinion of Conner & Winters, P.L.L.C.
23.1
Consent of PricewaterhouseCoopers LLP.
23.2
Consent of Conner & Winters, P.L.L.C. (contained in the
      opinion included)
24
Power of Attorney (included on the signature page to this
      Registration Statement).
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-3
(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 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.
(c)    
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
II-4
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 Houston, State of
Texas on the 12th day of November, 2002.
SOUTHWESTERN ENERGY COMPANY
By:
/s/ Harold M. Korell
Harold M. Korell
President, Chairman 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, Chairman, Chief Executive
November 12, 2002
Harold M. Korell
Officer and Director
(Principal Executive Officer)
/s/ Greg D. Kerley
Executive Vice President and
November 12, 2002
Greg D. Kerley
Chief Financial Officer
(Principal Financial Officer)
/s/ Stanley T. Wilson
Controller and Chief Accounting
November 12, 2002
Stanley T. Wilson
Officer (Principal Accounting Officer)
II-6
/s/ Lewis E. Epley, Jr.
Director
November 12, 2002
Lewis E. Epley, Jr.
/s/ John Paul Hammerschmidt
Director
November 12, 2002
John Paul Hammerschmidt
/s/ Robert L. Howard
Director
November 12, 2002
Robert L. Howard
/s/ Kenneth R. Mourton
Director
November 12, 2002
Kenneth R. Mourton
/s/ Charles E. Scharlau
Director
November 12, 2002
Charles E. Scharlau
II-7
Exhibit Number Description
Exhibit Number
Description
4.1
Southwestern Energy Company 2002 Employee Stock Incentive
      Plan.
4.2
Form of Non-qualified Stock Option between Southwestern
      Energy Company and employees granted stock options.
4.3
Form of Restricted Stock Agreement between Southwestern
      Energy Company and employees awarded shares of restricted stock.
5.1
Opinion of Conner & Winters,
      P.L.L.C.
23.1
Consent of PricewaterhouseCoopers LLP.
23.2
Consent of Conner & Winters, P.L.L.C. (contained in the
      opinion included)
24
Power of Attorney (included on the signature page to this
      Registration Statement).