As filed with the Securities and Exchange Commission on May 15, 1996

                                                    Registration No.
                                                                     ----------

 ------------------------------------------------------------------------------

                       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                            (I.R.S. employer
      of incorporation or                               identification no.)
          organization)


                                    --------

                                1083 Sain Street
                          Fayetteville, Arkansas 72703
              (Address of registrant's principal executive offices)


              Southwestern Energy Company 1993 Stock Incentive Plan
                              For Outside Directors
                            (Full title of the plan)


                               Charles E. Scharlau
                Chairman of the Board and Chief Executive Officer
                           Southwestern Energy Company
                                1083 Sain Street
                          Fayetteville, Arkansas 72703
                                 (501) 521-1141
                      (Name, address and telephone number,
                   including area code, of agent for service)


<PAGE>



<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

  Title of each class
  of securities to be         Amount to be          Proposed offering      Proposed aggregate           Amount of
     registered(1)            registered(2)          price per share         offering price          registration fee
<S>                         <C>                        <C>                  <C>                         <C>       
Common Stock,               141,000 shares(3)          $13.9375(4)          $1,965,187.50(4)            $677.65(4)
$.10 par value per
share
                             99,000 shares(5)          $14.5909(6)          $1,444,500.00(6)            $498.10(6)
                            -------                    --------              ------------             ---------     
Totals                      240,000 shares             $14.2070             $3,409,687.50             $1,175.75
                            =======                    ========             =============             =========


<FN>

1        There are also being  registered  hereunder  an equal  number of common
         stock purchase rights, which are currently attached to and transferable
         only with the shares of Common Stock registered hereby.

2        Together with an indeterminate  number of shares which may be necessary
         to adjust the number of shares  reserved for  issuance  pursuant to the
         Southwestern  Energy  Company  1993 Stock  Incentive  Plan For  Outside
         Directors  (the "Plan") as the result of a stock split,  stock dividend
         or similar  adjustment of the  outstanding  Common Stock of the Company
         pursuant to Rule 416 under the  Securities Act of 1933, as amended (the
         "1933 Act").

3        Represents the number of remaining shares with respect to which options
         may be granted under the Plan.

4        Determined  in  accordance  with Rule 457(h)  under the 1933 Act on the
         basis of the  average  of the high and low  prices  of shares of Common
         Stock of the Company as reported on the New York Stock Exchange.

5        Represents the number of shares with respect to which options have been
         granted pursuant to the Plan and which are currently outstanding.

6        Determined  in  accordance  with Rule 457(h)  under the 1933 Act on the
         basis of the average  price per share of Common Stock of the Company at
         which options that have been granted under the Plan can be exercised.

</FN>
</TABLE>





This  Registration  Statement  shall hereafter  become  effective upon filing in
accordance with Section 8(a) of the 1933 Act and Rule 462 thereunder.


<PAGE>




PROSPECTUS

                           Southwestern Energy Company
                          Common Stock ($.10 Par Value)
                   (and attached common stock purchase rights)

         This  Prospectus  relates to up to 240,000  shares  (the  "Shares")  of
Common Stock, par value $.10 per share, including attached common stock purchase
rights  (collectively,  the "Common Stock") of Southwestern  Energy Company (the
"Company"),  which are issuable pursuant to the Southwestern Energy Company 1993
Stock  Incentive  Plan  for  Outside  Directors  (the  "Plan")  to  non-employee
directors  of the  Company  ("Selling  Shareholders")  who may be  deemed  to be
"affiliates"  of the Company within the meaning of Rule 405 under the Securities
Act of 1933, as amended (the "1933 Act"). This Prospectus may be used by Selling
Shareholders to sell Shares.  It is anticipated that Selling  Shareholders  will
offer Shares for sale at prevailing prices on the New York Stock Exchange on the
date of sale. The Company will receive none of the proceeds from the sale of the
Shares  that may be offered  hereby,  but may receive  funds on the  exercise of
options pursuant to which the Selling  Shareholders will acquire the Shares. All
expenses of registration  incurred in connection herewith are being borne by the
Company,  but all selling and other expenses by any Selling  Shareholder will be
borne by the Selling Shareholder.

         The Selling  Shareholders  and any broker  executing  selling orders on
behalf of the Selling Shareholders may be deemed to be "underwriters" within the
meaning of the 1933 Act,  in which  case any  commissions  received  by any such
broker may be deemed to be underwriting commissions under the 1933 Act.

         The  Company's  Common Stock is listed on the New York Stock  Exchange,
under the symbol SWN.


          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

         No  person  has been  authorized  to give any  information  or make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information  should not be relied upon as having been authorized by the Company.
This  Prospectus  does not constitute an offer to sell or a  solicitation  of an
offer to buy any  security  in any  jurisdiction  in which,  or to any person to
which,  such offer or  solicitation  would be unlawful.  Neither the delivery of
this  Prospectus nor any  distribution  of securities made under this Prospectus
shall  under any  circumstances  create any  implication  that there has been no
change in the  affairs  of the  Company  or in any other  information  contained
herein since the date of this Prospectus.

                   The date of this Prospectus is May 15, 1996

                                        1

<PAGE>




                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  information   requirements  of  the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports,  proxy  statements and other  information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected at the public  reference  facilities  maintained by
the Commission at Room 1024,  450 Fifth Street,  N.W.,  Washington,  District of
Columbia 20549, at Suite 1400, 500 West Madison Street, Chicago, Illinois 60661,
and at Suite 1300,  Seven  World Trade  Center,  New York,  New York 10048,  and
copied at  prescribed  rates.  Such material can also be inspected and copied at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company will provide  without charge to each person,  including any
beneficial  owner, to whom a copy of this Prospectus is delivered,  upon written
or oral  requests  of any  such  person,  a copy of any or all of the  documents
incorporated  herein by reference (not including the exhibits to such documents,
unless  such  exhibits  are  specifically  incorporated  by  reference  in  such
documents).  Written  requests to the Company for such copies should be directed
to:  Southwestern  Energy  Company,  P.  O.  Box  1408,  Fayetteville,  Arkansas
72702-1408,  Attention:  Corporate Secretary.  Telephone requests to the Company
may be directed to (501) 521-1141.

         The following documents are incorporated herein by reference and made a
part hereof:

         1. The Company's Annual Report on Form 10-K for the year ended December
            31, 1995;

         2. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            March 31, 1996;

         3. The Company's  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

         4. The Company's Registration Statement on Form 8-A dated May 10, 1989.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the filing of a  posteffective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference in this  Prospectus and to be a part thereof from the
date of filing of such documents.



                                        2

<PAGE>




                                TABLE OF CONTENTS

                                                                      Page
Use of Proceeds......................................................  3
Selling Shareholders ................................................  3
Plan of Distribution.................................................  4
Experts..............................................................  4
Legal Opinion........................................................  4
Indemnification......................................................  4


                                 USE OF PROCEEDS

         Shares  sold  pursuant  to this  Prospectus  will  be  sold by  Selling
Shareholders  for their own accounts and they will receive all proceeds from any
such sale. The Company will receive none of the proceeds from any sale of Shares
offered  hereby but may receive  funds upon the  exercise of options  granted to
Selling Shareholders under the Plan, pursuant to which Selling Shareholders will
acquire the Shares. The Company will add any such funds to its general funds and
use them for corporate purposes.

                              SELLING SHAREHOLDERS

         The Shares are being  registered  for  reoffers  and resales by Selling
Shareholders  who may  acquire  such Shares  pursuant  to the  exercise of stock
options  granted to them under the Plan. The Selling  Shareholders  named on the
following  table may resell all, a portion,  or none of the Shares they  acquire
pursuant to the Plan.  Individuals  deemed to be "affiliates" of the Company who
acquire  Shares under the Plan may be added to the Selling  Shareholders  listed
below from time to time,  and the number of Shares  eligible to be  reoffered by
Selling  Shareholders  listed  below  may be  adjusted,  either  by  means  of a
posteffective  amendment  hereto  or by use  of a  prospectus  supplement  filed
pursuant to Rule 424(b) under the 1933 Act.

         The following  lists all  individuals  who currently hold options under
the Plan and who may be  eligible  to  resell  under  this  Prospectus,  and the
amounts of Shares eligible to be resold.

<TABLE>
<CAPTION>

 Selling Shareholder          Position with Company     Shares Eligible to Be Resold
<S>                             <C>                                <C>  
E. J. Ball                      Director Emeritus                   3,000
John Paul Hammerschmidt              Director                      36,000
Robert L. Howard                     Director                      12,000
Kenneth R. Mourton                   Director                      12,000
Charles E. Sanders                   Director                      36,000


</TABLE>


                                        3

<PAGE>


                              PLAN OF DISTRIBUTION

         The Selling  Shareholders  have not advised the Company of any specific
plans for the distribution of Shares covered by 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 such 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 such
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 customer  commissions).  The Selling Shareholders and any broker-dealers that
act in  connection  with  any  sale of  Shares  hereunder  may be  deemed  to be
"underwriters"  within the  meaning of  Section  2(11) of the 1933 Act,  and any
commissions received by them and any profit on the resale of Shares as principal
may be deemed to be underwriting  discounts and commissions  under the 1933 Act.
Shares  covered  by this  Prospectus  also may be sold under Rule 144 or another
exemption under the 1933 Act rather than pursuant to this Prospectus.

                                     EXPERTS

         The consolidated financial statements of the Company as of December 31,
1995,  and for each of the three years in the period  ended  December  31, 1995,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995,  incorporated by reference herein have been audited by Arthur Andersen
LLP,  independent  public  accounts,  as  indicated in their report with respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

                                  LEGAL OPINION

         Jeffrey L. Dangeau, Esq. has passed upon the validity of the Shares. As
of May 15, 1996, Mr. Dangeau  beneficially  owned 39,830 shares of Common Stock,
including 1,371 shares granted under the 1993 Stock Incentive Plan as restricted
stock and options to  purchase  31,997  shares  granted  under the  Southwestern
Energy Company 1993 Stock Incentive Plan that are expected to become exercisable
at various times over a period not to exceed nine years beginning at the date of
each grant,  but which would become  exercisable  immediately  upon a "change in
control" of the Company, as defined in the 1993 Stock Incentive Plan.


                              


                                        4

<PAGE>


                                 INDEMNIFICATION

         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  expenses  resulting
from their service to the Company.  The Company also  maintains  Directors'  and
Officers' Liability Insurance with limits of $30,000,000.

         Article ELEVENTH of the Company's Articles of Incorporation, as amended
effective as of May 26, 1993, provides:

                  To the  fullest  extent  permitted  by the  Arkansas  Business
         Corporation Act of 1987 as it now exists or may hereafter be amended, a
         director of this Corporation  shall not be liable to the Corporation or
         its Shareholders for monetary damages for breach of fiduciary duty as a
         director.

         Sections 6 and 7 of Article VII of the  By-laws of the Company  provide
as follows:

                  SECTION  6.   INDEMNIFICATION   OF  DIRECTORS   AND  OFFICERS:
          Directors  and  officers of the Company  shall be  indemnified  to the
          fullest  extent now or hereafter  permitted by law in connection  with
          any  actual or  threatened  action  or  proceeding  (including  civil,
          criminal,  administrative or investigative proceedings) arising out of
          their  service  to the  Company  or to any other  organization  at the
          Company's  request.  Employees  and agents of the  Company who are not
          directors or officers thereof may be similarly  indemnified in respect
          of such service to the extent  authorized  at any time by the Board of
          Directors.  The  provisions  of this Section  shall be  applicable  to
          actions or proceedings  commenced after the adoption  hereof,  whether
          arising from acts or omissions  occurring before or after the adoption
          hereof,  and to persons who have ceased to be  directors,  officers or
          employees  and shall inure to the benefit of their  heirs,  executors,
          and  administrators.  For the  purposes  of this  Section,  directors,
          officers,  trustees or employees of an organization shall be deemed to
          be  rendering  service  thereto  at  the  Company's  request  if  such
          organization is, directly or indirectly,  a wholly owned subsidiary of
          the  Company  or  is  designated  by  the  Board  of  Directors  as an
          organization service to which shall be deemed to be so rendered.

                  SECTION  7.  ADVANCEMENT  OF  LITIGATION  EXPENSES:   Expenses
          incurred by a director or officer of the  Corporation in defending any
          actual or threatened action, or proceeding (including civil, criminal,
          administrative  or  investigative  proceedings)  arising  out of their
          service to the Company or to any other  organization  at the Company's
          request  shall  be  paid  by the  Company  in  advance  of  the  final
          disposition   of  such  action  or  proceeding   upon  receipt  of  an
          undertaking  by, or on behalf of,  such person to repay such amount if
          it  shall  ultimately  be  determined  that he is not  entitled  to be
          indemnified by the Company as authorized by the relevant provisions of
          the Arkansas  Business  Corporation  Act as it now exists or as it may
          hereafter be



 

                                        5

<PAGE>



          amended.  Such expenses of employees and agents of the Company who are
          not  directors  or officers  may be  similarly  advanced to the extent
          authorized  at any time by the Board of Directors.  The  provisions of
          this section shall be applicable to actions or  proceedings  commenced
          after the adoption  hereof,  whether arisen from acts occurring before
          or after the  adoption  hereof,  and to persons  who have ceased to be
          directors,  officers,  and employees and shall inure to the benefit of
          their  heirs,  executors,  and  administrators.  For  purposes of this
          Section, directors, officers, trustees or employees of an organization
          shall be deemed  to be  rendering  service  thereto  at the  Company's
          request if such  organization  is,  directly or  indirectly,  a wholly
          owned  subsidiary  of the  Company  or is  designated  by the Board of
          Directors as an organization service to which shall be deemed to be so
          rendered.


         Section 4-27-850 of the Arkansas 1987 Business Corporation Act provides
as follows:

                  4-27-850  INDEMNIFICATION OF OFFICERS,  DIRECTORS,  EMPLOYEES,
          AND AGENTS--INSURANCE.--A. A corporation shall have 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, suit, or proceedings,
          whether civil, criminal,  administrative, or investigative (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 or is or was serving at the request of the  corporation as
          a  director,  officer,  employee,  or  agent of  another  corporation,
          partnership,  joint  venture,  trust,  or  other  enterprise,  against
          expenses (including  attorneys' fees),  judgments,  fines, and amounts
          paid  in  settlement  actually  and  reasonably  incurred  by  him  in
          connection  with such action,  suit, or proceeding if he acted in good
          faith and in a manner he  reasonably  believed to be in or not opposed
          to the best  interests of the  corporation,  and,  with respect to any
          criminal action or proceeding,  had no reasonable cause to believe his
          conduct  was  unlawful.  The  termination  of  any  action,  suit,  or
          proceeding by judgment, order, settlement,  conviction, or upon a plea
          of nolo contendere or its equivalent,  shall not, of itself,  create a
          presumption  that the person did not act in good faith and in a manner
          which  he  reasonably  believed  to be in or not  opposed  to the best
          interests of the corporation, and, with respect to any criminal action
          or proceeding,  had  reasonable  cause to believe that his conduct was
          unlawful.

                  B. A corporation  shall have 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,  or employee,  or agent of
         the corporation, or is or was serving at the request of the corporation
         as a  director,  officer,  employee,  or agent of another  corporation,
         partnership, joint venture, trust, or other enterprise against expenses
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection  with the defense or settlement of such action or suit if he
         acted in

 

                                        6

<PAGE>

          good  faith and in a manner  he  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,  issue,  or
          matter as to which such person  shall have been  adjudged to be liable
          to the  corporation  unless and only to the  extent  that the court of
          chancery or the court in which such  action or suit was brought  shall
          determine upon application that, despite the adjudication of liability
          but in view of all the  circumstances  of the  case,  such  person  is
          fairly and  reasonably  entitled to indemnity for such expenses  which
          the court of chancery or such other court shall deem proper.

                  C. To the extent that a director,  officer, employee, or agent
          of a  corporation  has been  successful  on the merits or otherwise in
          defense of any action,  suit, or proceeding referred to in subsections
          A. and B. of this  section,  or in  defense of any  claim,  issue,  or
          matter therein,  he shall be indemnified  against expenses  (including
          attorneys' fees) actually and reasonably incurred by him in connection
          therewith.

                  D. Any  indemnification  under  subsections  A. and B. of this
          section  (unless  ordered by a court) shall be made by the corporation
          only as  authorized  in the specific  case upon a  determination  that
          indemnification of the director, officer, employee, or agent is proper
          in the  circumstances  because he has met the  applicable  standard of
          conduct  set  forth in  subsections  A. and B. of this  section.  Such
          determinations shall be made:

                           (1) By the board of directors by a majority vote of a
                  quorum  consisting  of directors  who were not parties to such
                  action, suit, or proceeding; or

                           (2) If such a quorum is not  obtainable,  or, even if
                  obtainable a quorum of disinterested  directors so directs, by
                  independent legal counsel in a written opinion; or

                           (3)  By the stockholders.

                  E. Expenses  incurred by an officer or director in defending a
         civil  or  criminal  action,  suit,  or  proceeding  may be paid by the
         corporation in advance of the final  disposition of such action,  suit,
         or proceeding  upon receipt of an  undertaking  by or on behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees and agents may be so paid upon such terms and conditions,  if
         any, as the board of directors deems appropriate.

                  F. The indemnification and advancement of expenses provided by
         or granted pursuant to the other  subsections of this section shall not
         be  deemed  exclusive  of any  other  rights  to  which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw, agreement,  vote of


                                        7

<PAGE>


         stockholders  or  disinterested  directors,  or  otherwise,  both as to
         action in his official  capacity  and as to action in another  capacity
         while holding such office.


                  G. A  corporation  shall have power to purchase  and  maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee,  or agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director,  officer,  employee, or agent
         of an other corporation,  partnership,  joint venture,  trust, or other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under the provisions of this section.

                  H.  For  purposes  of  this   section,   references   to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a director,  officer,  employee,  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent corporation as a director,  officer,  employee, or agent of
         another  corporation,  partnership,  joint  venture,  trust,  or  other
         enterprise,  shall stand in the same position  under the  provisions of
         this section with respect to the resulting or surviving  corporation as
         he would  have with  respect  to such  constituent  corporation  if its
         separate existence had continued.

                  I.  For  purposes  of  this  section,   references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to an employee  benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer, employee, or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  an  employee  benefit  plan,  its  participants,  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  J. The indemnification and advancement of expenses provided by
         or granted pursuant to this section shall,  unless  otherwise  provided
         when authorized or ratified,  continue as to a person who has ceased to
         be a  director,  officer,  employee,  or agent and  shall  inure to the
         benefit of the heirs, executors and administrators of such person.





         

                                        8

<PAGE>

         Section 4 of the Plan provides as follows:

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

         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors,  officers or persons controlling 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 1933 Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.



                                        9

<PAGE>




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The following  documents  filed or to be filed with the  Securities and
Exchange   Commission  (the  "SEC")  are   incorporated  by  reference  in  this
Registration Statement:

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1995, filed by the Company with the SEC on March 29, 1996;

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1996, filed by the Company with the SEC on May 15, 1996;

         (c) All  documents  filed by the Company  pursuant  to Sections  13(a),
13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange  Act"),   after  the  date  hereof  and  prior  to  the  filing  of  a
posteffective  amendment which indicates that all securities offered hereby have
been  sold or which  deregisters  all  securities  then  remaining  unsold.  Any
statement   contained  in  this  Registration   Statement,   or  in  a  document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for the purposes of this Registration  Statement to
the extent that a statement contained herein, or in any other subsequently filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, 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;

         (d) The Company's  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

         (e) The  Company's  Registration  Statement  on Form 8-A  dated May 10,
1989.

Item 4.  Description of Securities

         The shares of the Company's  Common Stock,  $.10 par value per share as
well as the common stock purchase rights  attached  thereto  (collectively,  the
"Common Stock") to be offered pursuant to the Plan have been registered pursuant
to Section 12 of the Exchange  Act.  Accordingly,  a  description  of the Common
Stock is not required herein.

Item 5.  Interests of Named Experts and Counsel

         The validity of the Common Stock offered hereby has been passed upon by
Jeffrey  L.  Dangeau,  Esq.,  Southwestern  Energy  Company,  1083 Sain  Street,
Fayetteville, Arkansas 72703. As of May 15, 1996, Mr. Dangeau beneficially owned
39,830  shares  of Common  Stock  1,371  shares  granted  under  the 1993  Stock
Incentive  Plan as  restricted  stock and including  options to purchase  31,997
shares granted under the 1993 Stock Incentive Plan that are expected to become
exercisable at various times over a period not to exceed nine years


                                       10

<PAGE>



beginning  at the  date  of each  grant,  but  which  would  become  exercisable
immediately  upon a "change in control" of the  Company,  as defined in the 1993
Stock Incentive Plan.

         The consolidated financial statements of the Company as of December 31,
1995,  and for each of the three years in the period  ended  December  31, 1995,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995,  incorporated by reference herein have been audited by Arthur Andersen
LLP,  independent public accountants,  as indicated in their report with respect
thereto,  and are included herein in reliance upon the authority of said form as
experts in giving said reports.

Item 6.  Indemnification of Directors and Officers

         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  expenses  resulting
from their service to the Company.  The Company also  maintains  Directors'  and
Officers' Liability Insurance with limits of $30,000,000.

         Article ELEVENTH of the Company's Articles of Incorporation, as amended
effective as of May 26, 1993, provides as follows:

         To the fullest extent  permitted by the Arkansas  Business  Corporation
         Act of 1987 as it now exists or may hereafter be amended, a director of
         this  Corporation  shall  not  be  liable  to  the  Corporation  or its
         Shareholders  for monetary  damages for breach of  fiduciary  duty as a
         director.


         Section 6 and 7 of  Article  VII of the  Company's  By-laws  provide as
follows:

                  SECTION  6.   INDEMNIFICATION   OF  DIRECTORS   AND  OFFICERS:
         Directors  and  officers of the  Company  shall be  indemnified  to the
         fullest extent now or hereafter permitted by law in connection with any
         actual or threatened action or proceeding  (including civil,  criminal,
         administrative  or  investigative  proceedings)  arising  out of  their
         service to the Company or to any other  organization  at the  Company's
         request.  Employees  and agents of the Company who are not directors or
         officers  thereof  may be  similarly  indemnified  in  respect  of such
         service to the extent authorized at any time by the Board of Directors.
         The  provisions  of this  Section  shall be  applicable  to  actions or
         proceedings  commenced after the adoption hereof,  whether arising from
         acts or omissions occurring before or after the adoption hereof, and to
         persons who have ceased to be  directors,  officers  or  employees  and
         shall   inure  to  the   benefit  of  their   heirs,   executors,   and
         administrators.  For the purposes of this Section, directors, officers,
         trustees  or  employees  of  an  organization  shall  be  deemed  to be
         rendering service thereto at the Company's request if such organization
         is, directly or indirectly, a wholly owned subsidiary of the Company or
         is designated by the Board of Directors as an  organization  service to
         which shall be deemed to be so rendered.

                                       11

<PAGE>




                  SECTION 7.  ADVANCEMENT OF LITIGATION EXPENSES:
         Expenses  incurred  by a  director  or officer  of the  Corporation  in
         defending any actual or  threatened  action,  or proceeding  (including
         civil, criminal,  administrative or investigative  proceedings) arising
         out of their service to the Company or to any other organization at the
         Company's  request shall be paid by the Company in advance of the final
         disposition of such action or proceeding upon receipt of an undertaking
         by, or on behalf  of,  such  person  to repay  such  amount if it shall
         ultimately be determined  that he is not entitled to be  indemnified by
         the Company as  authorized  by the relevant  provisions of the Arkansas
         Business  Corporation  Act as it now exists or as it may  hereafter  be
         amended.  Such  expenses of employees and agents of the Company who are
         not  directors  or  officers  may be  similarly  advanced to the extent
         authorized  at any time by the Board of  Directors.  The  provisions of
         this section shall be applicable  to actions or  proceedings  commenced
         after the adoption  hereof,  whether arising from acts occurring before
         or after the  adoption  hereof,  and to persons  who have  ceased to be
         directors,  officers,  and  employees and shall inure to the benefit of
         their  heirs,  executors,  and  administrators.  For  purposes  of this
         Section, directors,  officers, trustees or employees of an organization
         shall be  deemed  to be  rendering  service  thereto  at the  Company's
         request if such organization is, directly or indirectly, a wholly owned
         subsidiary of the Company or is designated by the Board of Directors as
         an organization service to which shall be deemed to be so rendered.


         Section 4-27-850 of the Arkansas 1987 Business Corporation Act provides
as follows:

                  4-27-850  INDEMNIFICATION OF OFFICERS,  DIRECTORS,  EMPLOYEES,
         AND  AGENTS--INSURANCE.--A.  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,  suit,  or
         proceedings, whether civil, criminal,  administrative, or investigative
         (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  or is or  was  serving  at  the  request  of  the
         corporation  as a  director,  officer,  employee,  or agent of  another
         corporation,  partnership,  joint venture,  trust, or other enterprise,
         against expenses  (including  attorneys' fees),  judgments,  fines, and
         amounts paid in settlement  actually and reasonably  incurred by him in
         connection  with such action,  suit,  or proceeding if he acted in good
         faith and in a manner he reasonably believed to be in or not opposed to
         the  best  interests  of the  corporation,  and,  with  respect  to any
         criminal action or proceeding,  had no reasonable  cause to believe his
         conduct  was  unlawful.   The  termination  of  any  action,  suit,  or
         proceeding by judgment,  order, settlement,  conviction, or upon a plea
         of nolo  contendere or its equivalent,  shall not, of itself,  create a
         presumption  that the  person did not act in good faith and in a manner
         which  he  reasonably  believed  to be in or not  opposed  to the  best
         interests of the corporation,  and, with respect to any criminal action
         or  proceeding,  had  reasonable  cause to believe that his conduct was
         unlawful.


                                       12

<PAGE>




                  B. A corporation  shall have 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,  or employee,  or agent of
         the corporation, or is or was serving at the request of the corporation
         as a  director,  officer,  employee,  or agent of another  corporation,
         partnership, joint venture, trust, or other enterprise against expenses
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection  with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he 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, issue, or matter
         as to which such  person  shall have been  adjudged to be liable to the
         corporation unless and only to the extent that the court of chancery or
         the court in which such action or suit was brought shall determine upon
         application that,  despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses  which the court of chancery or
         such other court shall deem proper.

                  C. To the extent that a director,  officer, employee, or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit, or proceeding  referred to in subsections
         A. and B. of this section, or in defense of any claim, issue, or matter
         therein, he shall be indemnified against expenses (including attorneys'
         fees) actually and reasonably incurred by him in connection therewith.

                  D. Any  indemnification  under  subsections  A. and B. of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer, employee, or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set  forth  in  subsections  A. and B. of this  section.  Such
         determinations shall be made:

                           (1) By the board of directors by a majority vote of a
                  quorum  consisting  of directors  who were not parties to such
                  action, suit, or proceeding; or

                           (2) If such a quorum is not  obtainable,  or, even if
                  obtainable a quorum of disinterested  directors so directs, by
                  independent legal counsel in a written opinion; or

                           (3)  By the stockholders.

                  E. Expenses  incurred by an officer or director in defending a
         civil  or  criminal  action,  suit,  or  proceeding  may be paid by the
         corporation in advance of the final  disposition of such action,  suit,
         or proceeding  upon receipt of an  undertaking  by or on behalf of such
         director or officer to repay such amount if

                                       13

<PAGE>




         it shall ultimately  be  determined  that he  is  not  entitled  to  be
         indemnified  by the  corporation  as authorized  in this section.  Such
         expenses  incurred  by other  employees  and agents may be so paid upon
         such terms and  conditions,  if any,  as the board of  directors  deems
         appropriate.

                  F. The indemnification and advancement of expenses provided by
         or granted pursuant to the other  subsections of this section shall not
         be  deemed  exclusive  of any  other  rights  to  which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.

                  G. A  corporation  shall have power to purchase  and  maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee,  or agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director,  officer,  employee, or agent
         of another  corporation,  partnership,  joint venture,  trust, or other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under the provisions of this section.

                  H.  For  purposes  of  this   section,   references   to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a director,  officer,  employee,  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent corporation as a director,  officer,  employee, or agent of
         another  corporation,  partnership,  joint  venture,  trust,  or  other
         enterprise,  shall stand in the same position  under the  provisions of
         this section with respect to the resulting or surviving  corporation as
         he would  have with  respect  to such  constituent  corporation  if its
         separate existence had continued.

                  I.  For  purposes  of  this  section,   references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to an employee  benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer, employee, or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  an  employee  benefit  plan,  its  participants,  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.


                                       14

<PAGE>




                  J. The indemnification and advancement of expenses provided by
         or granted pursuant to this section shall,  unless  otherwise  provided
         when authorized or ratified,  continue as to a person who has ceased to
         be a  director,  officer,  employee,  or agent and  shall  inure to the
         benefit of the heirs, executors and administrators of such person.


         Section 4 of the Plan provides as follows:

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

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

Item 8.  List of Exhibits

                  The  following  exhibits  are filed  with or  incorporated  by
reference into this Registration Statement (numbering corresponds to the Exhibit
Table in Item 601 of Regulation S-K):

          4.1     Southwestern  Energy  Company 1993 Stock  Incentive  Plan For
                  Outside Directors.

          5.1     Opinion of Jeffrey L. Dangeau, Esq.


         23.1     Consent of Jeffrey L Dangeau,  Esq. (contained in the opinion
                  included in Exhibit 5.1).

         23.2     Consent of Arthur Andersen LLP.

Item 9.  Undertakings

         The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material information with 



                                       15

<PAGE>



respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement;

         (2) That, for the purpose of determining  any liability  under the 1933
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; and

         (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.

         (4) That, for purposes of determining any liability under the 1933 Act,
each filing of the Company's Annual Report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of the Plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (5) Insofar as indemnification  for liabilities  arising under the 1933
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.


                                       16

<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fayetteville,  State of Arkansas, on this 15th day of
May, 1996.

                                                    SOUTHWESTERN ENERGY COMPANY

                                                    By: /s/ CHARLES E. SCHARLAU
                                                       ------------------------
                                                          Charles E. Scharlau
                                                       Chairman of the Board and
                                                        Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Principal Executive Officers:

  /s/ CHARLES E. SCHARLAU                            Date:     May 15, 1996
- --------------------------------                            -----------------
Charles E. Scharlau
Chairman of the Board and
  Chief Executive Officer


  /s/ DAN B. GRUBB                                   Date:     May 15, 1996
- -------------------------------                             -----------------
Dan B. Grubb
President and Chief Operating Officer


Principal Financial Officer:

  /s/ STANLEY D. GREEN                               Date:     May 15, 1996
- -------------------------------                             -----------------
Stanley D. Green
Executive Vice President -
  Finance and Corporate Development
  and Chief Financial Officer


Principal Accounting Officer:

  /s/ GREGORY D. KERLEY                              Date:     May 15, 1996
- ------------------------------                              -----------------
Gregory D. Kerley
Vice President - Treasurer and Secretary
  and Chief Accounting Officer


                                       17

<PAGE>




Directors:


  /s/ JOHN PAUL HAMMERSCHMIDT                            Date:     May 15, 1996
- ------------------------------                                -----------------
John Paul Hammerschmidt


  /s/ ROBERT L. HOWARD                                   Date:     May 15, 1996
- ------------------------------                                -----------------
Robert L. Howard


  /s/ KENNETH R. MOURTON                                 Date:     May 15, 1996
- ------------------------------                                -----------------
Kenneth R. Mourton


  /s/ CHARLES E. SANDERS                                 Date:     May 15, 1996
- ------------------------------                                -----------------
Charles E. Sanders


  /s/ CHARLES E. SCHARLAU                                Date:     May 15, 1996
- ------------------------------                                -----------------
Charles E. Scharlau




                                       18

<PAGE>


<TABLE>
<CAPTION>

                                                       EXHIBIT INDEX

                                                                                                       Sequentially
Exhibit                                                                                               Numbered Page
   No.                   Description                                   Method of Filing                   Location
- --------     ------------------------------------                  -------------------------          --------------

  <S>        <C>                                                   <C>                                    
   4.1       Southwestern Energy Company                           Filed herewith
             Company 1993 Stock Incentive
             Plan For Outside Directors

   5.1       Opinion of Jeffrey L. Dangeau, Esq.                   Filed herewith

  23.1       Consent of Jeffrey L. Dangeau, Esq.                   Filed herewith (contained
                                                                   in the opinion contained
                                                                   in Exhibit 5.1)

  23.2       Consent of Arthur Andersen LLP                        Filed herewith

</TABLE>




                                       19
[{"type": "S-8", "sequence": "1", "description": "SWN 1993 STOCK INCENTIVE PLAN FOR OUTSIDEDIRECTORS", "secsgml_size_bytes": 59876}]
{"company-data": {"conformed-name": "SOUTHWESTERN ENERGY CO", "cik": "0000007332", "assigned-sic": "4923", "irs-number": "710205415", "state-of-incorporation": "AR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03789", "film-number": "96566881"}, "business-address": {"street1": "1083 SAIN ST", "street2": "P O BOX 1408", "city": "FAYETTEVILLE", "state": "AR", "zip": "72702-1408", "phone": "5015211141"}, "former-company": {"former-conformed-name": "ARKANSAS WESTERN GAS CO", "date-changed": "19790917"}}
As filed with the Securities and Exchange Commission on May 15, 1996

                                                    Registration No.
                                                                     ----------

 ------------------------------------------------------------------------------

                       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                            (I.R.S. employer
      of incorporation or                               identification no.)
          organization)

                                    --------

                                1083 Sain Street
                          Fayetteville, Arkansas 72703
              (Address of registrant's principal executive offices)

              Southwestern Energy Company 1993 Stock Incentive Plan
                              For Outside Directors
                            (Full title of the plan)

                               Charles E. Scharlau
                Chairman of the Board and Chief Executive Officer
                           Southwestern Energy Company
                                1083 Sain Street
                          Fayetteville, Arkansas 72703
                                 (501) 521-1141
                      (Name, address and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

  Title of each class
  of securities to be         Amount to be          Proposed offering      Proposed aggregate           Amount of
     registered(1)            registered(2)          price per share         offering price          registration fee
Common Stock,               141,000 shares(3)          $13.9375(4)          $1,965,187.50(4)            $677.65(4)
$.10 par value per
share
                             99,000 shares(5)          $14.5909(6)          $1,444,500.00(6)            $498.10(6)
                            -------                    --------              ------------             ---------     
Totals                      240,000 shares             $14.2070             $3,409,687.50             $1,175.75
                            =======                    ========             =============             =========
1        There are also being  registered  hereunder  an equal  number of common
         stock purchase rights, which are currently attached to and transferable
         only with the shares of Common Stock registered hereby.

2        Together with an indeterminate  number of shares which may be necessary
         to adjust the number of shares  reserved for  issuance  pursuant to the
         Southwestern  Energy  Company  1993 Stock  Incentive  Plan For  Outside
         Directors  (the "Plan") as the result of a stock split,  stock dividend
         or similar  adjustment of the  outstanding  Common Stock of the Company
         pursuant to Rule 416 under the  Securities Act of 1933, as amended (the
         "1933 Act").

3        Represents the number of remaining shares with respect to which options
         may be granted under the Plan.

4        Determined  in  accordance  with Rule 457(h)  under the 1933 Act on the
         basis of the  average  of the high and low  prices  of shares of Common
         Stock of the Company as reported on the New York Stock Exchange.

5        Represents the number of shares with respect to which options have been
         granted pursuant to the Plan and which are currently outstanding.

6        Determined  in  accordance  with Rule 457(h)  under the 1933 Act on the
         basis of the average  price per share of Common Stock of the Company at
         which options that have been granted under the Plan can be exercised.
This  Registration  Statement  shall hereafter  become  effective upon filing in
accordance with Section 8(a) of the 1933 Act and Rule 462 thereunder.
PROSPECTUS

                           Southwestern Energy Company
                          Common Stock ($.10 Par Value)
                   (and attached common stock purchase rights)

         This  Prospectus  relates to up to 240,000  shares  (the  "Shares")  of
Common Stock, par value $.10 per share, including attached common stock purchase
rights  (collectively,  the "Common Stock") of Southwestern  Energy Company (the
"Company"),  which are issuable pursuant to the Southwestern Energy Company 1993
Stock  Incentive  Plan  for  Outside  Directors  (the  "Plan")  to  non-employee
directors  of the  Company  ("Selling  Shareholders")  who may be  deemed  to be
"affiliates"  of the Company within the meaning of Rule 405 under the Securities
Act of 1933, as amended (the "1933 Act"). This Prospectus may be used by Selling
Shareholders to sell Shares.  It is anticipated that Selling  Shareholders  will
offer Shares for sale at prevailing prices on the New York Stock Exchange on the
date of sale. The Company will receive none of the proceeds from the sale of the
Shares  that may be offered  hereby,  but may receive  funds on the  exercise of
options pursuant to which the Selling  Shareholders will acquire the Shares. All
expenses of registration  incurred in connection herewith are being borne by the
Company,  but all selling and other expenses by any Selling  Shareholder will be
borne by the Selling Shareholder.

         The Selling  Shareholders  and any broker  executing  selling orders on
behalf of the Selling Shareholders may be deemed to be "underwriters" within the
meaning of the 1933 Act,  in which  case any  commissions  received  by any such
broker may be deemed to be underwriting commissions under the 1933 Act.

         The  Company's  Common Stock is listed on the New York Stock  Exchange,
under the symbol SWN.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

         No  person  has been  authorized  to give any  information  or make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information  should not be relied upon as having been authorized by the Company.
This  Prospectus  does not constitute an offer to sell or a  solicitation  of an
offer to buy any  security  in any  jurisdiction  in which,  or to any person to
which,  such offer or  solicitation  would be unlawful.  Neither the delivery of
this  Prospectus nor any  distribution  of securities made under this Prospectus
shall  under any  circumstances  create any  implication  that there has been no
change in the  affairs  of the  Company  or in any other  information  contained
herein since the date of this Prospectus.

                   The date of this Prospectus is May 15, 1996

                                        1
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  information   requirements  of  the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports,  proxy  statements and other  information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected at the public  reference  facilities  maintained by
the Commission at Room 1024,  450 Fifth Street,  N.W.,  Washington,  District of
Columbia 20549, at Suite 1400, 500 West Madison Street, Chicago, Illinois 60661,
and at Suite 1300,  Seven  World Trade  Center,  New York,  New York 10048,  and
copied at  prescribed  rates.  Such material can also be inspected and copied at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company will provide  without charge to each person,  including any
beneficial  owner, to whom a copy of this Prospectus is delivered,  upon written
or oral  requests  of any  such  person,  a copy of any or all of the  documents
incorporated  herein by reference (not including the exhibits to such documents,
unless  such  exhibits  are  specifically  incorporated  by  reference  in  such
documents).  Written  requests to the Company for such copies should be directed
to:  Southwestern  Energy  Company,  P.  O.  Box  1408,  Fayetteville,  Arkansas
72702-1408,  Attention:  Corporate Secretary.  Telephone requests to the Company
may be directed to (501) 521-1141.

         The following documents are incorporated herein by reference and made a
part hereof:

         1. The Company's Annual Report on Form 10-K for the year ended December
            31, 1995;

         2. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            March 31, 1996;

         3. The Company's  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

         4. The Company's Registration Statement on Form 8-A dated May 10, 1989.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the filing of a  posteffective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference in this  Prospectus and to be a part thereof from the
date of filing of such documents.

                                        2
TABLE OF CONTENTS

                                                                      Page
Use of Proceeds......................................................  3
Selling Shareholders ................................................  3
Plan of Distribution.................................................  4
Experts..............................................................  4
Legal Opinion........................................................  4
Indemnification......................................................  4

                                 USE OF PROCEEDS

         Shares  sold  pursuant  to this  Prospectus  will  be  sold by  Selling
Shareholders  for their own accounts and they will receive all proceeds from any
such sale. The Company will receive none of the proceeds from any sale of Shares
offered  hereby but may receive  funds upon the  exercise of options  granted to
Selling Shareholders under the Plan, pursuant to which Selling Shareholders will
acquire the Shares. The Company will add any such funds to its general funds and
use them for corporate purposes.

                              SELLING SHAREHOLDERS

         The Shares are being  registered  for  reoffers  and resales by Selling
Shareholders  who may  acquire  such Shares  pursuant  to the  exercise of stock
options  granted to them under the Plan. The Selling  Shareholders  named on the
following  table may resell all, a portion,  or none of the Shares they  acquire
pursuant to the Plan.  Individuals  deemed to be "affiliates" of the Company who
acquire  Shares under the Plan may be added to the Selling  Shareholders  listed
below from time to time,  and the number of Shares  eligible to be  reoffered by
Selling  Shareholders  listed  below  may be  adjusted,  either  by  means  of a
posteffective  amendment  hereto  or by use  of a  prospectus  supplement  filed
pursuant to Rule 424(b) under the 1933 Act.

         The following  lists all  individuals  who currently hold options under
the Plan and who may be  eligible  to  resell  under  this  Prospectus,  and the
amounts of Shares eligible to be resold.
Selling Shareholder          Position with Company     Shares Eligible to Be Resold
E. J. Ball                      Director Emeritus                   3,000
John Paul Hammerschmidt              Director                      36,000
Robert L. Howard                     Director                      12,000
Kenneth R. Mourton                   Director                      12,000
Charles E. Sanders                   Director                      36,000
3
PLAN OF DISTRIBUTION

         The Selling  Shareholders  have not advised the Company of any specific
plans for the distribution of Shares covered by 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 such 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 such
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 customer  commissions).  The Selling Shareholders and any broker-dealers that
act in  connection  with  any  sale of  Shares  hereunder  may be  deemed  to be
"underwriters"  within the  meaning of  Section  2(11) of the 1933 Act,  and any
commissions received by them and any profit on the resale of Shares as principal
may be deemed to be underwriting  discounts and commissions  under the 1933 Act.
Shares  covered  by this  Prospectus  also may be sold under Rule 144 or another
exemption under the 1933 Act rather than pursuant to this Prospectus.

                                     EXPERTS

         The consolidated financial statements of the Company as of December 31,
1995,  and for each of the three years in the period  ended  December  31, 1995,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995,  incorporated by reference herein have been audited by Arthur Andersen
LLP,  independent  public  accounts,  as  indicated in their report with respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

                                  LEGAL OPINION

         Jeffrey L. Dangeau, Esq. has passed upon the validity of the Shares. As
of May 15, 1996, Mr. Dangeau  beneficially  owned 39,830 shares of Common Stock,
including 1,371 shares granted under the 1993 Stock Incentive Plan as restricted
stock and options to  purchase  31,997  shares  granted  under the  Southwestern
Energy Company 1993 Stock Incentive Plan that are expected to become exercisable
at various times over a period not to exceed nine years beginning at the date of
each grant,  but which would become  exercisable  immediately  upon a "change in
control" of the Company, as defined in the 1993 Stock Incentive Plan.

                              

                                        4
INDEMNIFICATION

         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  expenses  resulting
from their service to the Company.  The Company also  maintains  Directors'  and
Officers' Liability Insurance with limits of $30,000,000.

         Article ELEVENTH of the Company's Articles of Incorporation, as amended
effective as of May 26, 1993, provides:

                  To the  fullest  extent  permitted  by the  Arkansas  Business
         Corporation Act of 1987 as it now exists or may hereafter be amended, a
         director of this Corporation  shall not be liable to the Corporation or
         its Shareholders for monetary damages for breach of fiduciary duty as a
         director.

         Sections 6 and 7 of Article VII of the  By-laws of the Company  provide
as follows:

                  SECTION  6.   INDEMNIFICATION   OF  DIRECTORS   AND  OFFICERS:
          Directors  and  officers of the Company  shall be  indemnified  to the
          fullest  extent now or hereafter  permitted by law in connection  with
          any  actual or  threatened  action  or  proceeding  (including  civil,
          criminal,  administrative or investigative proceedings) arising out of
          their  service  to the  Company  or to any other  organization  at the
          Company's  request.  Employees  and agents of the  Company who are not
          directors or officers thereof may be similarly  indemnified in respect
          of such service to the extent  authorized  at any time by the Board of
          Directors.  The  provisions  of this Section  shall be  applicable  to
          actions or proceedings  commenced after the adoption  hereof,  whether
          arising from acts or omissions  occurring before or after the adoption
          hereof,  and to persons who have ceased to be  directors,  officers or
          employees  and shall inure to the benefit of their  heirs,  executors,
          and  administrators.  For the  purposes  of this  Section,  directors,
          officers,  trustees or employees of an organization shall be deemed to
          be  rendering  service  thereto  at  the  Company's  request  if  such
          organization is, directly or indirectly,  a wholly owned subsidiary of
          the  Company  or  is  designated  by  the  Board  of  Directors  as an
          organization service to which shall be deemed to be so rendered.

                  SECTION  7.  ADVANCEMENT  OF  LITIGATION  EXPENSES:   Expenses
          incurred by a director or officer of the  Corporation in defending any
          actual or threatened action, or proceeding (including civil, criminal,
          administrative  or  investigative  proceedings)  arising  out of their
          service to the Company or to any other  organization  at the Company's
          request  shall  be  paid  by the  Company  in  advance  of  the  final
          disposition   of  such  action  or  proceeding   upon  receipt  of  an
          undertaking  by, or on behalf of,  such person to repay such amount if
          it  shall  ultimately  be  determined  that he is not  entitled  to be
          indemnified by the Company as authorized by the relevant provisions of
          the Arkansas  Business  Corporation  Act as it now exists or as it may
          hereafter be

 

                                        5
amended.  Such expenses of employees and agents of the Company who are
          not  directors  or officers  may be  similarly  advanced to the extent
          authorized  at any time by the Board of Directors.  The  provisions of
          this section shall be applicable to actions or  proceedings  commenced
          after the adoption  hereof,  whether arisen from acts occurring before
          or after the  adoption  hereof,  and to persons  who have ceased to be
          directors,  officers,  and employees and shall inure to the benefit of
          their  heirs,  executors,  and  administrators.  For  purposes of this
          Section, directors, officers, trustees or employees of an organization
          shall be deemed  to be  rendering  service  thereto  at the  Company's
          request if such  organization  is,  directly or  indirectly,  a wholly
          owned  subsidiary  of the  Company  or is  designated  by the Board of
          Directors as an organization service to which shall be deemed to be so
          rendered.

         Section 4-27-850 of the Arkansas 1987 Business Corporation Act provides
as follows:

                  4-27-850  INDEMNIFICATION OF OFFICERS,  DIRECTORS,  EMPLOYEES,
          AND AGENTS--INSURANCE.--A. A corporation shall have 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, suit, or proceedings,
          whether civil, criminal,  administrative, or investigative (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 or is or was serving at the request of the  corporation as
          a  director,  officer,  employee,  or  agent of  another  corporation,
          partnership,  joint  venture,  trust,  or  other  enterprise,  against
          expenses (including  attorneys' fees),  judgments,  fines, and amounts
          paid  in  settlement  actually  and  reasonably  incurred  by  him  in
          connection  with such action,  suit, or proceeding if he acted in good
          faith and in a manner he  reasonably  believed to be in or not opposed
          to the best  interests of the  corporation,  and,  with respect to any
          criminal action or proceeding,  had no reasonable cause to believe his
          conduct  was  unlawful.  The  termination  of  any  action,  suit,  or
          proceeding by judgment, order, settlement,  conviction, or upon a plea
          of nolo contendere or its equivalent,  shall not, of itself,  create a
          presumption  that the person did not act in good faith and in a manner
          which  he  reasonably  believed  to be in or not  opposed  to the best
          interests of the corporation, and, with respect to any criminal action
          or proceeding,  had  reasonable  cause to believe that his conduct was
          unlawful.

                  B. A corporation  shall have 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,  or employee,  or agent of
         the corporation, or is or was serving at the request of the corporation
         as a  director,  officer,  employee,  or agent of another  corporation,
         partnership, joint venture, trust, or other enterprise against expenses
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection  with the defense or settlement of such action or suit if he
         acted in

 

                                        6
good  faith and in a manner  he  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,  issue,  or
          matter as to which such person  shall have been  adjudged to be liable
          to the  corporation  unless and only to the  extent  that the court of
          chancery or the court in which such  action or suit was brought  shall
          determine upon application that, despite the adjudication of liability
          but in view of all the  circumstances  of the  case,  such  person  is
          fairly and  reasonably  entitled to indemnity for such expenses  which
          the court of chancery or such other court shall deem proper.

                  C. To the extent that a director,  officer, employee, or agent
          of a  corporation  has been  successful  on the merits or otherwise in
          defense of any action,  suit, or proceeding referred to in subsections
          A. and B. of this  section,  or in  defense of any  claim,  issue,  or
          matter therein,  he shall be indemnified  against expenses  (including
          attorneys' fees) actually and reasonably incurred by him in connection
          therewith.

                  D. Any  indemnification  under  subsections  A. and B. of this
          section  (unless  ordered by a court) shall be made by the corporation
          only as  authorized  in the specific  case upon a  determination  that
          indemnification of the director, officer, employee, or agent is proper
          in the  circumstances  because he has met the  applicable  standard of
          conduct  set  forth in  subsections  A. and B. of this  section.  Such
          determinations shall be made:

                           (1) By the board of directors by a majority vote of a
                  quorum  consisting  of directors  who were not parties to such
                  action, suit, or proceeding; or

                           (2) If such a quorum is not  obtainable,  or, even if
                  obtainable a quorum of disinterested  directors so directs, by
                  independent legal counsel in a written opinion; or

                           (3)  By the stockholders.

                  E. Expenses  incurred by an officer or director in defending a
         civil  or  criminal  action,  suit,  or  proceeding  may be paid by the
         corporation in advance of the final  disposition of such action,  suit,
         or proceeding  upon receipt of an  undertaking  by or on behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees and agents may be so paid upon such terms and conditions,  if
         any, as the board of directors deems appropriate.

                  F. The indemnification and advancement of expenses provided by
         or granted pursuant to the other  subsections of this section shall not
         be  deemed  exclusive  of any  other  rights  to  which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw, agreement,  vote of

                                        7
stockholders  or  disinterested  directors,  or  otherwise,  both as to
         action in his official  capacity  and as to action in another  capacity
         while holding such office.

                  G. A  corporation  shall have power to purchase  and  maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee,  or agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director,  officer,  employee, or agent
         of an other corporation,  partnership,  joint venture,  trust, or other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under the provisions of this section.

                  H.  For  purposes  of  this   section,   references   to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a director,  officer,  employee,  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent corporation as a director,  officer,  employee, or agent of
         another  corporation,  partnership,  joint  venture,  trust,  or  other
         enterprise,  shall stand in the same position  under the  provisions of
         this section with respect to the resulting or surviving  corporation as
         he would  have with  respect  to such  constituent  corporation  if its
         separate existence had continued.

                  I.  For  purposes  of  this  section,   references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to an employee  benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer, employee, or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  an  employee  benefit  plan,  its  participants,  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  J. The indemnification and advancement of expenses provided by
         or granted pursuant to this section shall,  unless  otherwise  provided
         when authorized or ratified,  continue as to a person who has ceased to
         be a  director,  officer,  employee,  or agent and  shall  inure to the
         benefit of the heirs, executors and administrators of such person.

         

                                        8
Section 4 of the Plan provides as follows:

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

         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors,  officers or persons controlling 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 1933 Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                        9
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents  filed or to be filed with the  Securities and
Exchange   Commission  (the  "SEC")  are   incorporated  by  reference  in  this
Registration Statement:

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1995, filed by the Company with the SEC on March 29, 1996;

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1996, filed by the Company with the SEC on May 15, 1996;

         (c) All  documents  filed by the Company  pursuant  to Sections  13(a),
13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange  Act"),   after  the  date  hereof  and  prior  to  the  filing  of  a
posteffective  amendment which indicates that all securities offered hereby have
been  sold or which  deregisters  all  securities  then  remaining  unsold.  Any
statement   contained  in  this  Registration   Statement,   or  in  a  document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for the purposes of this Registration  Statement to
the extent that a statement contained herein, or in any other subsequently filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, 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;

         (d) The Company's  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

         (e) The  Company's  Registration  Statement  on Form 8-A  dated May 10,
1989.

Item 4.  Description of Securities

         The shares of the Company's  Common Stock,  $.10 par value per share as
well as the common stock purchase rights  attached  thereto  (collectively,  the
"Common Stock") to be offered pursuant to the Plan have been registered pursuant
to Section 12 of the Exchange  Act.  Accordingly,  a  description  of the Common
Stock is not required herein.

Item 5.  Interests of Named Experts and Counsel

         The validity of the Common Stock offered hereby has been passed upon by
Jeffrey  L.  Dangeau,  Esq.,  Southwestern  Energy  Company,  1083 Sain  Street,
Fayetteville, Arkansas 72703. As of May 15, 1996, Mr. Dangeau beneficially owned
39,830  shares  of Common  Stock  1,371  shares  granted  under  the 1993  Stock
Incentive  Plan as  restricted  stock and including  options to purchase  31,997
shares granted under the 1993 Stock Incentive Plan that are expected to become
exercisable at various times over a period not to exceed nine years

                                       10
beginning  at the  date  of each  grant,  but  which  would  become  exercisable
immediately  upon a "change in control" of the  Company,  as defined in the 1993
Stock Incentive Plan.

         The consolidated financial statements of the Company as of December 31,
1995,  and for each of the three years in the period  ended  December  31, 1995,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995,  incorporated by reference herein have been audited by Arthur Andersen
LLP,  independent public accountants,  as indicated in their report with respect
thereto,  and are included herein in reliance upon the authority of said form as
experts in giving said reports.

Item 6.  Indemnification of Directors and Officers

         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  expenses  resulting
from their service to the Company.  The Company also  maintains  Directors'  and
Officers' Liability Insurance with limits of $30,000,000.

         Article ELEVENTH of the Company's Articles of Incorporation, as amended
effective as of May 26, 1993, provides as follows:

         To the fullest extent  permitted by the Arkansas  Business  Corporation
         Act of 1987 as it now exists or may hereafter be amended, a director of
         this  Corporation  shall  not  be  liable  to  the  Corporation  or its
         Shareholders  for monetary  damages for breach of  fiduciary  duty as a
         director.

         Section 6 and 7 of  Article  VII of the  Company's  By-laws  provide as
follows:

                  SECTION  6.   INDEMNIFICATION   OF  DIRECTORS   AND  OFFICERS:
         Directors  and  officers of the  Company  shall be  indemnified  to the
         fullest extent now or hereafter permitted by law in connection with any
         actual or threatened action or proceeding  (including civil,  criminal,
         administrative  or  investigative  proceedings)  arising  out of  their
         service to the Company or to any other  organization  at the  Company's
         request.  Employees  and agents of the Company who are not directors or
         officers  thereof  may be  similarly  indemnified  in  respect  of such
         service to the extent authorized at any time by the Board of Directors.
         The  provisions  of this  Section  shall be  applicable  to  actions or
         proceedings  commenced after the adoption hereof,  whether arising from
         acts or omissions occurring before or after the adoption hereof, and to
         persons who have ceased to be  directors,  officers  or  employees  and
         shall   inure  to  the   benefit  of  their   heirs,   executors,   and
         administrators.  For the purposes of this Section, directors, officers,
         trustees  or  employees  of  an  organization  shall  be  deemed  to be
         rendering service thereto at the Company's request if such organization
         is, directly or indirectly, a wholly owned subsidiary of the Company or
         is designated by the Board of Directors as an  organization  service to
         which shall be deemed to be so rendered.

                                       11
SECTION 7.  ADVANCEMENT OF LITIGATION EXPENSES:
         Expenses  incurred  by a  director  or officer  of the  Corporation  in
         defending any actual or  threatened  action,  or proceeding  (including
         civil, criminal,  administrative or investigative  proceedings) arising
         out of their service to the Company or to any other organization at the
         Company's  request shall be paid by the Company in advance of the final
         disposition of such action or proceeding upon receipt of an undertaking
         by, or on behalf  of,  such  person  to repay  such  amount if it shall
         ultimately be determined  that he is not entitled to be  indemnified by
         the Company as  authorized  by the relevant  provisions of the Arkansas
         Business  Corporation  Act as it now exists or as it may  hereafter  be
         amended.  Such  expenses of employees and agents of the Company who are
         not  directors  or  officers  may be  similarly  advanced to the extent
         authorized  at any time by the Board of  Directors.  The  provisions of
         this section shall be applicable  to actions or  proceedings  commenced
         after the adoption  hereof,  whether arising from acts occurring before
         or after the  adoption  hereof,  and to persons  who have  ceased to be
         directors,  officers,  and  employees and shall inure to the benefit of
         their  heirs,  executors,  and  administrators.  For  purposes  of this
         Section, directors,  officers, trustees or employees of an organization
         shall be  deemed  to be  rendering  service  thereto  at the  Company's
         request if such organization is, directly or indirectly, a wholly owned
         subsidiary of the Company or is designated by the Board of Directors as
         an organization service to which shall be deemed to be so rendered.

         Section 4-27-850 of the Arkansas 1987 Business Corporation Act provides
as follows:

                  4-27-850  INDEMNIFICATION OF OFFICERS,  DIRECTORS,  EMPLOYEES,
         AND  AGENTS--INSURANCE.--A.  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,  suit,  or
         proceedings, whether civil, criminal,  administrative, or investigative
         (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  or is or  was  serving  at  the  request  of  the
         corporation  as a  director,  officer,  employee,  or agent of  another
         corporation,  partnership,  joint venture,  trust, or other enterprise,
         against expenses  (including  attorneys' fees),  judgments,  fines, and
         amounts paid in settlement  actually and reasonably  incurred by him in
         connection  with such action,  suit,  or proceeding if he acted in good
         faith and in a manner he reasonably believed to be in or not opposed to
         the  best  interests  of the  corporation,  and,  with  respect  to any
         criminal action or proceeding,  had no reasonable  cause to believe his
         conduct  was  unlawful.   The  termination  of  any  action,  suit,  or
         proceeding by judgment,  order, settlement,  conviction, or upon a plea
         of nolo  contendere or its equivalent,  shall not, of itself,  create a
         presumption  that the  person did not act in good faith and in a manner
         which  he  reasonably  believed  to be in or not  opposed  to the  best
         interests of the corporation,  and, with respect to any criminal action
         or  proceeding,  had  reasonable  cause to believe that his conduct was
         unlawful.

                                       12
B. A corporation  shall have 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,  or employee,  or agent of
         the corporation, or is or was serving at the request of the corporation
         as a  director,  officer,  employee,  or agent of another  corporation,
         partnership, joint venture, trust, or other enterprise against expenses
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection  with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he 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, issue, or matter
         as to which such  person  shall have been  adjudged to be liable to the
         corporation unless and only to the extent that the court of chancery or
         the court in which such action or suit was brought shall determine upon
         application that,  despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses  which the court of chancery or
         such other court shall deem proper.

                  C. To the extent that a director,  officer, employee, or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit, or proceeding  referred to in subsections
         A. and B. of this section, or in defense of any claim, issue, or matter
         therein, he shall be indemnified against expenses (including attorneys'
         fees) actually and reasonably incurred by him in connection therewith.

                  D. Any  indemnification  under  subsections  A. and B. of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer, employee, or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set  forth  in  subsections  A. and B. of this  section.  Such
         determinations shall be made:

                           (1) By the board of directors by a majority vote of a
                  quorum  consisting  of directors  who were not parties to such
                  action, suit, or proceeding; or

                           (2) If such a quorum is not  obtainable,  or, even if
                  obtainable a quorum of disinterested  directors so directs, by
                  independent legal counsel in a written opinion; or

                           (3)  By the stockholders.

                  E. Expenses  incurred by an officer or director in defending a
         civil  or  criminal  action,  suit,  or  proceeding  may be paid by the
         corporation in advance of the final  disposition of such action,  suit,
         or proceeding  upon receipt of an  undertaking  by or on behalf of such
         director or officer to repay such amount if

                                       13
it shall ultimately  be  determined  that he  is  not  entitled  to  be
         indemnified  by the  corporation  as authorized  in this section.  Such
         expenses  incurred  by other  employees  and agents may be so paid upon
         such terms and  conditions,  if any,  as the board of  directors  deems
         appropriate.

                  F. The indemnification and advancement of expenses provided by
         or granted pursuant to the other  subsections of this section shall not
         be  deemed  exclusive  of any  other  rights  to  which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.

                  G. A  corporation  shall have power to purchase  and  maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee,  or agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director,  officer,  employee, or agent
         of another  corporation,  partnership,  joint venture,  trust, or other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under the provisions of this section.

                  H.  For  purposes  of  this   section,   references   to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a director,  officer,  employee,  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent corporation as a director,  officer,  employee, or agent of
         another  corporation,  partnership,  joint  venture,  trust,  or  other
         enterprise,  shall stand in the same position  under the  provisions of
         this section with respect to the resulting or surviving  corporation as
         he would  have with  respect  to such  constituent  corporation  if its
         separate existence had continued.

                  I.  For  purposes  of  this  section,   references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to an employee  benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer, employee, or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  an  employee  benefit  plan,  its  participants,  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                                       14
J. The indemnification and advancement of expenses provided by
         or granted pursuant to this section shall,  unless  otherwise  provided
         when authorized or ratified,  continue as to a person who has ceased to
         be a  director,  officer,  employee,  or agent and  shall  inure to the
         benefit of the heirs, executors and administrators of such person.

         Section 4 of the Plan provides as follows:

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

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

Item 8.  List of Exhibits

                  The  following  exhibits  are filed  with or  incorporated  by
reference into this Registration Statement (numbering corresponds to the Exhibit
Table in Item 601 of Regulation S-K):

          4.1     Southwestern  Energy  Company 1993 Stock  Incentive  Plan For
                  Outside Directors.

          5.1     Opinion of Jeffrey L. Dangeau, Esq.

         23.1     Consent of Jeffrey L Dangeau,  Esq. (contained in the opinion
                  included in Exhibit 5.1).

         23.2     Consent of Arthur Andersen LLP.

Item 9.  Undertakings

         The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material information with 

                                       15
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement;

         (2) That, for the purpose of determining  any liability  under the 1933
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; and

         (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.

         (4) That, for purposes of determining any liability under the 1933 Act,
each filing of the Company's Annual Report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of the Plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (5) Insofar as indemnification  for liabilities  arising under the 1933
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                       16
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fayetteville,  State of Arkansas, on this 15th day of
May, 1996.

                                                    SOUTHWESTERN ENERGY COMPANY

                                                    By: /s/ CHARLES E. SCHARLAU
                                                       ------------------------
                                                          Charles E. Scharlau
                                                       Chairman of the Board and
                                                        Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Principal Executive Officers:

  /s/ CHARLES E. SCHARLAU                            Date:     May 15, 1996
- --------------------------------                            -----------------
Charles E. Scharlau
Chairman of the Board and
  Chief Executive Officer

  /s/ DAN B. GRUBB                                   Date:     May 15, 1996
- -------------------------------                             -----------------
Dan B. Grubb
President and Chief Operating Officer

Principal Financial Officer:

  /s/ STANLEY D. GREEN                               Date:     May 15, 1996
- -------------------------------                             -----------------
Stanley D. Green
Executive Vice President -
  Finance and Corporate Development
  and Chief Financial Officer

Principal Accounting Officer:

  /s/ GREGORY D. KERLEY                              Date:     May 15, 1996
- ------------------------------                              -----------------
Gregory D. Kerley
Vice President - Treasurer and Secretary
  and Chief Accounting Officer

                                       17
Directors:

  /s/ JOHN PAUL HAMMERSCHMIDT                            Date:     May 15, 1996
- ------------------------------                                -----------------
John Paul Hammerschmidt

  /s/ ROBERT L. HOWARD                                   Date:     May 15, 1996
- ------------------------------                                -----------------
Robert L. Howard

  /s/ KENNETH R. MOURTON                                 Date:     May 15, 1996
- ------------------------------                                -----------------
Kenneth R. Mourton

  /s/ CHARLES E. SANDERS                                 Date:     May 15, 1996
- ------------------------------                                -----------------
Charles E. Sanders

  /s/ CHARLES E. SCHARLAU                                Date:     May 15, 1996
- ------------------------------                                -----------------
Charles E. Scharlau

                                       18
EXHIBIT INDEX

                                                                                                       Sequentially
Exhibit                                                                                               Numbered Page
   No.                   Description                                   Method of Filing                   Location
- --------     ------------------------------------                  -------------------------          --------------
4.1       Southwestern Energy Company                           Filed herewith
             Company 1993 Stock Incentive
             Plan For Outside Directors

   5.1       Opinion of Jeffrey L. Dangeau, Esq.                   Filed herewith

  23.1       Consent of Jeffrey L. Dangeau, Esq.                   Filed herewith (contained
                                                                   in the opinion contained
                                                                   in Exhibit 5.1)

  23.2       Consent of Arthur Andersen LLP                        Filed herewith
19