As filed with the Securities and Exchange Commission on September 20, 2001.
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                           SOUTHWESTERN ENERGY COMPANY
             (Exact name of registrant as specified in its charter)

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


                     2350 N. Sam Houston Pkwy. E., Suite 300
                              Houston, Texas 77032
           (Address of principal executive offices including zip code)

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

                                   ----------

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ====================== ====================== ====================== ======================

                                                      Proposed               Proposed
                                                       maximum                maximum               Amount of
  Title of securities        Amount to be          offering price            aggregate            registration
   to be registered        registered(1)(2)           per share          offering price(3)             fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S>                         <C>                          <C>                  <C>                    <C>
Common Stock,               313,000 shares               (3)                  $2,738,568             $685.00
$.10 par value
======================== ====================== ====================== ====================== ======================
</TABLE>
(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     indeterminable  number of  additional  shares of common stock as may become
     issuable  pursuant to terms  designed to prevent  dilution  resulting  from
     stock splits, stock dividends, merger or combination or similar events.
(2)  Each share is accompanied  by a common stock purchase right pursuant to the
     Amended and Restated Rights Agreement, dated April 12, 1999, with EquiServe
     Trust Company, N.A., as Rights Agent.
(3)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with  Rule 457  based on (a) an  aggregate  of  221,900  shares
     presently  subject to stock options at a weighted average exercise price of
     $7.7844  per  share  and (b) the  average  of the high and low sale  prices
     reported on the  New York Stock  Exchange on September 19, 2001, of  $11.10
     per  share  with  respect  to the  resale of 91,100  shares  awarded  under
     restricted stock agreements.

<PAGE>



                                EXPLANATORY NOTE

         This  Registration  Statement  relates to (i) 221,900  shares of common
stock issuable pursuant to stock option agreements  granted to certain employees
and (ii) 91,100 shares of common stock  previously  issued to certain  employees
under  restricted  stock  agreements  and which may be resold by such  employees
pursuant  to the  prospectus  filed  as a part of this  Registration  Statement.
Pursuant to the Note to Part I of Form S-8, the information relating to the Plan
specified by Part I of Form S-8 has been omitted. The prospectus filed as a part
of this Registration Statement,  referred to as the reoffer prospectus, has been
prepared in accordance  with the  requirements of Part I of Form S-3 pursuant to
the Instructions to Form S-8. The reoffer prospectus may be used for reofferings
and  resales  of shares of the  Company's  common  stock  which are deemed to be
restricted securities under the Securities Act.


<PAGE>



PROSPECTUS

                           Southwestern Energy Company

                          91,100 Shares of Common Stock

         This  prospectus  relates  to up to 91,100  shares  of common  stock of
Southwestern  Energy  Company  which may be offered for resale by certain of our
officers  and  employees  identified  in this  prospectus.  The shares have been
acquired by the selling  shareholders  through awards of shares under individual
restricted stock agreements.

         The selling  shareholders may sell their shares at prices prevailing on
the New York Stock Exchange on the date of sale,  prices  relating to prevailing
market prices or negotiated prices. We will not receive any of the proceeds from
the sale of the shares by the selling shareholders. All expenses of registration
incurred in  connection  herewith  are being borne by us,  however,  all selling
commissions and other expenses incurred by any selling shareholder in connection
with the sale of shares will be borne by the selling shareholder.

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

         Our  common  stock is listed on the New York Stock  Exchange  under the
symbol  "SWN." The last  reported sale price of our common stock on the New York
Stock Exchange on September 19, 2001, was $11.00.


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

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

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






                The date of this prospectus is September 20, 2001


<PAGE>




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


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


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                          <C>
Where You Can Find More Information..........................................2
Incorporation of Certain Documents by Reference..............................3
The Company..................................................................3
Use of Proceeds..............................................................4
Selling Shareholders.........................................................5
Plan of Distribution.........................................................8
Experts......................................................................9
Legal Matters................................................................9
Indemnification..............................................................9
</TABLE>

                       WHERE YOU CAN FIND MORE INFORMATION

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

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

                                       2
<PAGE>



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with  them  into  this  prospectus,   which  means  we  can  disclose  important
information  to you  by  referring  you  to  those  documents.  The  information
incorporated by reference is considered to be a part of this prospectus  (except
for any information that is superseded by the information  included  directly in
this  prospectus),  and  information  that  we file  later  with  the  SEC  will
automatically  update and  supersede  the  information  in this  prospectus.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934 until all the securities are sold:

         o        Our Annual Report on Form 10-K for the year ended December 31,
                  2000;

         o        Our  Quarterly  Reports on  Form 10-Q  for the  quarters ended
                  March 31, 2001 and June 30, 2001;

         o        Our  Current  Reports  on Form 8-K  dated  February  1,  2001,
                  February 15,  2001,  March 13,  2001,  April 18, 2001,  May 1,
                  2001, July 5, 2001 and July 26, 2001;

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

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

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


                                   THE COMPANY

         We are an energy  company  primarily  focused on natural  gas.  We were
originally incorporated in Arkansas in 1929 as a local gas distribution company.
Today, we are an exempt holding company under the Public Utility Holding Company
Act of 1935 and derive the vast majority of our  operating  income and cash flow
from our oil and gas exploration and production business. We are involved in the
following business segments:

         o        Exploration and Production - We are engaged in natural gas and
                  oil exploration,  development and production,  with operations
                  principally located in Arkansas,  Oklahoma,  Texas, New Mexico
                  and Louisiana. This represents our primary business.

                                       3
<PAGE>

         o        Natural Gas  Distribution  - We are engaged in the  gathering,
                  distribution  and transmission of natural gas to approximately
                  136,000 customers in Arkansas.

         o        Marketing  and  Transportation  -  We  provide  marketing  and
                  transportation services in our core areas of operation and own
                  a  25%  interest  in  the  NOARK  Pipeline   System,   Limited
                  Partnership, a gas transmission system that includes 749 miles
                  of pipeline with a total throughput capacity of 330 MMcfd.

         Our business  strategy is to provide  long-term  growth through focused
exploration and production of oil and natural gas. We seek to maximize cash flow
and  earnings  and  provide  consistent  growth  in oil and gas  production  and
reserves through the discovery, production and marketing of high margin reserves
from a balanced  portfolio of drilling  opportunities.  This balanced  portfolio
includes  low risk  development  drilling  in the Arkoma  Basin,  moderate  risk
exploration  and  exploitation  in the Permian  Basin and east  Texas,  and high
potential exploration opportunities in the onshore Gulf Coast.

         We create  additional  value  through  our  natural  gas  distribution,
marketing and transportation activities. During 2000, we announced our intent to
sell our gas distribution business.  However, we have not received an offer that
we believe reflects the true value of the utility system.  Accordingly,  we will
continue to hold and operate these assets. We further enhance  shareholder value
by creating and  capturing  additional  value  beyond the  wellhead  through our
marketing and transportation activities.

         Our  principal  executive  offices  are  located at 2350 N. Sam Houston
Parkway E., Suite 300,  Houston,  Texas 77032, and our telephone number is (281)
618-4700.

                                 USE OF PROCEEDS

         Shares which may be sold  pursuant to this  prospectus  will be sold by
the  selling  shareholders  for their own  accounts  and we will not receive any
proceeds  from  any  such  sales.  See  "Selling   Shareholders"  and  "Plan  of
Distribution."

                                       4
<PAGE>


                              SELLING SHAREHOLDERS

         The shares  offered  under this  prospectus  are being  registered  for
resales from time to time by selling  shareholders  who have acquired the shares
pursuant to restricted  stock grants awarded to them.  The selling  shareholders
named in the following table may resell all, a portion of, or none of the shares
they hold.

         The  following  table sets forth  information  concerning  the  selling
shareholders and the number of shares that may be offered hereby by each selling
shareholder as of the date of this prospectus.
<TABLE>
<CAPTION>
                                                                                                Number of Shares
                                                                                                   That May be
Selling Shareholder                  Position with the Company                                   Offered Hereby
-------------------                  -------------------------                                   --------------
<S>                                  <C>                                                              <C>
Charles A. Bayles...............     Manager, Pipeline Systems, Arkansas Western Gas                    500
                                       Company

Donna R. Campbell...............     Utility Rate Analyst, Arkansas Western Gas Company                 500

Jeffrey L. Dangeau..............     General Counsel and Secretary, Arkansas Western Gas              1,100
                                       Company

Terry M. England................     Division Operating Manager, Arkansas Western Gas                   500
                                       Company

Ricky A. Gunter.................     Vice President-Rates and Regulations and Assistant               1,200
                                       Secretary, Arkansas Western Gas Company

Michael Z. Hays.................     Director, Pipeline Operations, Arkansas Western Gas                600
                                       Company

Glenn M. Morgan.................     Treasurer and Controller, Arkansas Western Gas                   1,200
                                       Company

David L. Rader..................     Manager, Utility Accounting, Arkansas Western                      500
                                       Gas Company


Alan E. Bearden, Jr.............     Manager, Accounting                                                500

W. Brooks Clower, Jr............     Senior Attorney                                                    500

Wes B. Couch ...................     Project Leader, Information Services                               500

Daniel J. Diebolt...............     Manager, Marketing & Transportation, Southwestern                  500
                                       Energy Services Company

John L. Fike ...................     Project Leader, Information Systems                                500

W. Lynn Gann ...................     Supervisor Financial Reporting                                     500

Michael K. Garner...............     Senior Manager, Procurement & Facility Services                    500

                                       5
<PAGE>
                                                                                                Number of Shares
                                                                                                   That May be
Selling Shareholder                  Position with the Company                                   Offered Hereby
-------------------                  -------------------------                                   --------------

Sheila K. Green.................     Manager, Application Services                                      500

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

Linda L. Hipes .................     Supervisor Corporate Accounting                                    500

Paulette L. Johnson ............     Attorney                                                           500

R. Jason Kurtz..................     Senior Gas Representative, Southwestern Energy                     500
                                       Services Company

James L. Mullins, Jr............     Director, Human Resources                                          500

Sherry L. Schooler .............     Project Leader, Information Systems                                500

Bradley D. Sylvester............     Manager, Investor Relations                                      1,300


Thomas M. Alexander.............     Staff Production Engineer, Southwestern Energy                   1,000
                                       Production Company

John W. Batson..................     Team Coordinator, Southwestern Energy                            3,000
                                       Production Company

Wilfred W. Baumann..............     Manager, E & P Accounting, Southwestern Energy                     500
                                       Production Company

James L. Bolander...............     Senior Production Engineer, Southwestern Energy                  1,000
                                       Production Company

Harry H. Bryan. Jr .............     Drilling Manager, Southwestern Energy                            3,000
                                       Production Company

Kim R. Butler...................     Staff Geologist, Southwestern Energy                             2,450
                                       Production Company

William K. Butler...............     Senior Production Engineer, Southwestern Energy                  1,450
                                       Production Company

Alan R. Clemens.................     Exploration Manager, Southwestern Energy                         1,700
                                       Production Company

Charles A. Cornish, Jr..........     Senior Landman, Southwestern Energy                              1,000
                                       Production Company

Terrence T. Darilek.............     Senior Landman, Southwestern Energy Production                   1,300
                                       Company

James H. Denney, Jr.............     Staff Geologist, Southwestern Energy Production                  1,400
                                       Company

                                       6
<PAGE>

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

Jimmy R. Dewbre.................     Vice President-Land, Southwestern Energy Production              5,500
                                       Company

John C. Gargani.................     Manager, Economic Planning & Acquisitions,                       3,000
                                       Southwestern Energy Production Company

Ronnie R. Gilbreath.............     Senior Production Engineer, Southwestern Energy                    600
                                       Production Company

Teresa L. Grant.................     Senior Landman, Southwestern Energy Production                     600
                                       Company

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

Dale J. Kardash.................     District Engineer, Southwestern Energy Production                1,900
                                       Company

Robin A. Kisling................     Superintendent-Production, Southwestern Energy                     350
                                       Production Company

Karl A. Knudson.................     Staff Reservoir Engineer, Southwestern Energy                    1,900
                                       Production Company

Olga G. McGee ..................     Manager Property Administration, Southwestern                      600
                                       Energy Production Company

Terry G. McMillin...............     Safety/Health Environmental Coordinator,                           600
                                       Southwestern Energy Production Company

J. Walt Mitchell................     Manager, Field Procurement Services, Southwestern                  600
                                       Energy Production Company

Michael E. Navolio..............     Staff Geophysicist, Southwestern Energy Production               1,900
                                       Company

Robert C. Pace..................     Senior Geologist, Southwestern Energy Production                 3,000
                                       Company

James N. Perkins ...............     Staff Landman, Southwestern Energy                               1,000
                                       Production Company

Michael L. Rhodes ..............     Staff Geophysicist, Southwestern Energy                          1,000
                                       Production Company

Debra Rutan.....................     Staff Geologist, Southwestern Energy Production                  1,400
                                       Company

George E. Schneider.............     Production Superintendent, Southwestern Energy                     500
                                       Production Company

                                       7
<PAGE>

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

Phillip R. Shelby...............     Senior Geologist, Southwestern Energy                              600
                                       Production Company

John P. Springer ...............     Senior Reservoir Engineer, Southwestern                          1,400
                                       Energy Production Company

D. Brent Stafford ..............     E&P Systems Data Manager                                           500

J. Alan Stubblefield............     Vice President-Production, Southwestern                          5,500
                                       Energy Production Company

Jerry W. Taylor ................     Senior Landman, Southwestern Energy                                600
                                       Production Company

John D. Thaeler.................     Vice President, SEECO, Inc.                                      5,500

Samuel G. Thompson..............     Staff Landman, Southwestern Energy Production                    1,900
                                       Company

J. Deck Travis .................     Staff Drilling Engineer, Southwestern Energy                     1,000
                                       Production Company

James M. Tully..................     Staff Drilling Engineer, Southwestern Energy                     1,900
                                       Production Company

Douglas H. Van Slambrouck.......     Senior Reservoir Engineer, Southwestern Energy                   1,950
                                       Production Company

Ricardo Vasquez.................     Staff Geologist, Southwestern Energy Production                  1,300
                                       Company

Freda R. Webb...................     Staff Reservoir Engineer, Southwestern Energy                    1,900
                                       Production Company

Matt B. Williams................     Staff Geologist, Southwestern Energy Production                  1,400
                                       Company

William J. Winkelmann...........     Staff Geologist, Southwestern Energy Production                  1,900
                                       Company

Daniel R. Zebrowski.............     Staff Geophysicist, Southwestern Energy                          1,900
                                       Production Company
</TABLE>


                              PLAN OF DISTRIBUTION

         The selling  shareholders have not advised us of any specific plans for
the sale of the shares  offered  under  this  prospectus  but,  if and when such
shares are sold,  it is  anticipated  that the shares  will be sold from time to
time  primarily  in  transactions  on the New York Stock  Exchange at the market
price then prevailing. Sales also may be made through negotiated

                                       8
<PAGE>
transactions or otherwise,  at prices related to the prevailing  market price or
otherwise.  If shares are sold through brokers, the selling shareholders may pay
customary brokerage commissions and charges. The selling shareholders may effect
these  transactions  by  selling  shares to or through  broker-dealers  and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling  shareholders and or the purchaser of the shares so
sold for whom such  broker-dealers may act or to whom they may sell as principal
or both (which compensation, as to a particular broker-dealer,  may be in excess
of customary  commissions).  Shares covered by this  prospectus also may be sold
under  Rule 144 or  another  exemption  under the  Securities  Act  rather  than
pursuant to this prospectus.

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

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



                                     EXPERTS

         The consolidated financial statements of the Company as of December 31,
2000,  and for each of the three years in the period  ended  December  31, 2000,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000, incorporated by reference herein, have been audited by Arthur Andersen
LLP,  independent public accountants,  as indicated in their report with respect
thereto and have been  incorporated  by  reference  herein in reliance  upon the
authority of said firm as experts in giving said report.



                                  LEGAL MATTERS

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



                                 INDEMNIFICATION

         The Arkansas Business Corporation Act provides that a corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any  threatened,  pending or completed  action or  proceeding
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  against expenses, judgments, fines and amounts paid in settlements
reasonably  incurred by him in  connection  with such action or proceeding if he
acted in good faith in a

                                       9
<PAGE>
manner reasonably  believed to be in or not opposed to the best interests of the
corporation.  In addition,  a corporation  shall have the power to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he is
or was a  director,  officer,  employee  or  agent  of the  corporation  against
expenses actually  reasonably  incurred by him in connection with the defense or
settlement  of such  action  if he  acted in good  faith in a manner  reasonably
believed to be in or not opposed to the best  interests of the  corporation  and
except that no indemnification shall be made in respect of any claim as to which
such person shall have been  adjudged to be liable for  negligence or misconduct
unless and only to the extent the court in which such action was  brought  shall
determine  that,  despite  the  adjudication  of  liability,  but in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which the court shall deem proper.

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

         We  have  entered  into  indemnification  agreements  with  each of our
directors  and  officers  pursuant  to which we have  agreed  to  indemnify  our
directors and officers  against  liabilities and litigation costs resulting from
their  service  to us.  We also  maintain  directors'  and  officers'  liability
insurance.

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

                                       10
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

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

         (1)      The Company's  Annual  Report on Form 10-K for the fiscal year
                  ended December 31, 2000;

         (2)      The Company's Quarterly Reports  on Form 10-Q for the quarters
                  ended March 31, 2001 and June 30, 2001;

         (3)      The Company's  Current  Reports on  Form 8-K dated February 1,
                  2001, February 15, 2001, March 13, 2001, April 18, 2001,   May
                  1, 2001, July 5, 2001 and July 26, 2001;

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

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

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

Item 4.           Description of Securities.

         Not applicable.

                                      II-1
<PAGE>

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

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

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
Company  pursuant to the  foregoing  provisions,  the Company has been  informed
that,  in  the  opinion  of  the  Securities  and  Exchange   Commission,   such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the

                                      II-2
<PAGE>

Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

Exhibit Number           Description
--------------           -----------
       4.1               Form of Non-qualified Stock Option between Southwestern
                         Energy  Company  and  employees  granted  stock options
                         (incorporated herein by reference to Exhibit 4.2 to the
                         Company's Registration Statement on Form S-8, File  No.
                         333-42494 (the "S-8 Registration Statement")).

       4.2               Form of Restricted Stock Agreement between Southwestern
                         Energy   Company  and  employees   awarded   shares  of
                         restricted stock  (incorporated  herein by reference to
                         Exhibit 4.3 to the S-8 Registration Statement).

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

      23.1               Consent of Arthur Andersen LLP.

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

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

Item 9.           Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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

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

                                      II-3
<PAGE>

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

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

         provided,  however,  that the  undertakings  set  forth  in  paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a  post-effective  amendment by those  paragraphs  is
         contained  in  periodic  reports  filed by the  registrant  pursuant to
         Section 13 or Section  15(d) of the Exchange Act that are  incorporated
         by reference in this Registration Statement.

                  (2)      That, for  the purpose  of determining  any liability
         under the Securities Act, each such  post-effective  amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3)      To   remove   from    registration  by   means   of a
         post-effective  amendment any of the securities  being registered which
         remain unsold at the termination of the offering.

         (b)      The  undersigned  Registrant  hereby further undertakes  that,
for purposes of determining  any liability under the Securities Act, each filing
of the Registrant's  annual report pursuant to Section 13(a) or Section 15(d) of
the  Exchange Act (and,  where  applicable,  each filing of an employee  benefit
plan's  annual  report  pursuant to Section  15(d) of the Exchange  Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      Insofar as indemnification for liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the

                                      II-4
<PAGE>

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

                                      II-5
<PAGE>


                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, State of Texas on the 14th day of September,
2001.

                                                   SOUTHWESTERN ENERGY COMPANY

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

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints Harold M. Korell and Greg D. Kerley, each
of them,  his true and lawful  attorneys-in-fact  and agents  with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and agents,  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents, or his or their  substitutes,  may lawfully do or
cause to be done by virtue hereof.

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

Signature                      Title                               Date
---------                      -----                               ----

/s/ Harold M. Korell           President, Chief Executive     September 14, 2001
---------------------------    Officer and Director
Harold M. Korell               (Principal Executive Officer)


/s/ Greg D. Kerley             Executive Vice President       September 14, 2001
---------------------------    and Chief Financial Officer
Greg D. Kerley                 (Principal Financial Officer)


/s/ Stanley T. Wilson          Controller and Chief           September 19, 2001
---------------------------    Accounting Officer
Stanley T. Wilson              (Principal Accounting
                               Officer)

                                      II-6
<PAGE>

Signature                      Title                          Date
---------                      -----                          ----

/s/ Lewis E. Epley, Jr.        Director                       September 13, 2001
---------------------------
Lewis E. Epley, Jr.

/s/ John Paul Hammerschmidt    Director                       September 17, 2001
---------------------------
John Paul Hammerschmidt

/s/ Robert L. Howard           Director                       September 12, 2001
---------------------------
Robert L. Howard

/s/ Kenneth R. Mourton         Director                       September 17, 2001
---------------------------
Kenneth R. Mourton

/s/ Charles E. Scharlau        Director                       September 12, 2001
---------------------------
Charles E. Scharlau

                                      II-7
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number          Description
--------------          -----------
     4.1                Form of Non-qualified Stock Option between  Southwestern
                        Energy Company  and employees  granted  stock    options
                        (incorporated herein by reference to Exhibit 4.2  to the
                        Company's Registration  Statement on Form S-8, File  No.
                        333-42494  (the  "S-8  Registration Statement")).

     4.2                Form of Restricted Stock Agreement  between Southwestern
                        Energy   Company  and   employees   awarded   shares  of
                        restricted stock (incorporated  herein by  reference  to
                        Exhibit 4.3 to the S-8 Registration Statement).

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

    23.1                Consent of Arthur Andersen LLP.

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

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

<PAGE>

                                                                   EXHIBIT 5.1

                                CONNER & WINTERS

                                    P.L.L.C.

                                     LAWYERS

                                 100 WEST CENTER
                                    SUITE 200
                          FAYETTEVILLE, ARKANSAS 72701

                                    --------

                               September 20, 2001


Southwestern Energy Company
2350 N. Sam Houston Pkwy. E.
Suite 300
Houston, Texas 77032

         Re:      Registration Statement of Form S-8

Ladies and Gentlemen:

         We have acted as counsel to Southwestern  Energy  Company,  an Arkansas
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933, as amended (the "Securities Act"), of the Registration Statement on
Form S-8 (the  "Registration  Statement")  relating to an  aggregate  of 313,000
shares of the Company's  common stock,  par value $.10 per share (the "Shares"),
of which 221,900 of the Shares may be issued  pursuant to options  granted under
stock option agreements ("Option Agreements") and 91,100 of the Shares have been
awarded as restricted stock under restricted stock agreements ("Restricted Stock
Agreements").

         In rendering the following  opinion,  we have reviewed the originals or
copies  certified  or  otherwise  identified  to our  satisfaction  of all  such
corporate   records  of  the  Company  and  such  other  instruments  and  other
certificates of public officials,  officers and  representatives  of the Company
and such other persons,  and we have made such investigations of law, as we have
deemed  appropriate as a basis for the opinion expressed below. In rendering the
opinion  expressed  below,  we have assumed the  authenticity  of all  documents
submitted  to us as  originals  and  the  conformity  to  the  originals  of all
documents submitted to us as copies.

         Based  on the  foregoing,  we are of the  opinion  that  (i)  upon  the
issuance of Shares  pursuant to the exercise of options in accordance with their
terms and the terms of the respective  Option  Agreement,  the Shares so issued,
when paid for in  accordance  with the terms of the  Option  Agreement  and at a
price per share in  excess of the par value per share for such  Shares,  will be
legally  issued,  fully paid and  nonassessable  and (ii) the  Shares  issued as
restricted stock pursuant to the Restricted Stock Agreements are legally issued,
fully paid and nonassessable.


<PAGE>


September 20, 2001
Page 2

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters"  in the  Registration  Statement.  In giving  this  consent,  we do not
thereby  admit that we are in a category  of persons  whose  consent is required
under  Section  7 of the  Securities  Act or the rules  and  regulations  of the
Commission issued thereunder.

                                                 Very truly yours,

                                                 /s/ Conner & Winters

                                                 Conner & Winters, P.L.L.C.


<PAGE>
                                                                   Exhibit 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the use of our report
incorporated  by  reference in this  registration  statement of our report dated
February 5, 2001,  included in Southwestern  Energy  Company's  Annual Report on
Form 10-K for the year ended  December 31, 2000,  and to all  references  to our
Firm included in this registration statement.

                                                     ARTHUR ANDERSEN LLP


Tulsa, Oklahoma
 September 20, 2001


<PAGE>

September 20, 2001



Securities and Exchange Commission
ATTN: Filing Desk, Stop 1-4
450 Fifth Street, N.W.
Washington, DC  20549-1004

Gentlemen:

Pursuant to regulations of the  Securities  and Exchange  Commission,  submitted
herewith  for  filing on  behalf of  Southwestern  Energy  Company  is Form S-8,
Registration  Statement  Under The  Securities  Act of 1933 dated  September 20,
2001,  for the  Southwestern  Energy  Company  2001  Employee  Stock  Option and
Restricted Stock Agreements. A wire transfer has been sent to the account of the
Securities  and Exchange  Commission in the amount of $685.00  representing  the
applicable filing fee in connection with the Registration Statement.

This filing is being effected by direct  transmission to the Commission's  EDGAR
System.

Very truly yours,



Stan Wilson
Controller
[{"type": "S-8", "sequence": "1", "filename": "swns-809192001.txt", "secsgml_size_bytes": 56944}]
{"company-data": {"conformed-name": "SOUTHWESTERN ENERGY CO", "cik": "0000007332", "assigned-sic": "1311", "irs-number": "710205415", "state-of-incorporation": "AR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69720", "film-number": "1741383"}, "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 September 20, 2001.
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                           SOUTHWESTERN ENERGY COMPANY
             (Exact name of registrant as specified in its charter)

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

                     2350 N. Sam Houston Pkwy. E., Suite 300
                              Houston, Texas 77032
           (Address of principal executive offices including zip code)

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

                                   ----------

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

                         CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================

                                                      Proposed               Proposed
                                                       maximum                maximum               Amount of
  Title of securities        Amount to be          offering price            aggregate            registration
   to be registered        registered(1)(2)           per share          offering price(3)             fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Stock,               313,000 shares               (3)                  $2,738,568             $685.00
$.10 par value
======================== ====================== ====================== ====================== ======================
(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     indeterminable  number of  additional  shares of common stock as may become
     issuable  pursuant to terms  designed to prevent  dilution  resulting  from
     stock splits, stock dividends, merger or combination or similar events.
(2)  Each share is accompanied  by a common stock purchase right pursuant to the
     Amended and Restated Rights Agreement, dated April 12, 1999, with EquiServe
     Trust Company, N.A., as Rights Agent.
(3)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with  Rule 457  based on (a) an  aggregate  of  221,900  shares
     presently  subject to stock options at a weighted average exercise price of
     $7.7844  per  share  and (b) the  average  of the high and low sale  prices
     reported on the  New York Stock  Exchange on September 19, 2001, of  $11.10
     per  share  with  respect  to the  resale of 91,100  shares  awarded  under
     restricted stock agreements.
EXPLANATORY NOTE

         This  Registration  Statement  relates to (i) 221,900  shares of common
stock issuable pursuant to stock option agreements  granted to certain employees
and (ii) 91,100 shares of common stock  previously  issued to certain  employees
under  restricted  stock  agreements  and which may be resold by such  employees
pursuant  to the  prospectus  filed  as a part of this  Registration  Statement.
Pursuant to the Note to Part I of Form S-8, the information relating to the Plan
specified by Part I of Form S-8 has been omitted. The prospectus filed as a part
of this Registration Statement,  referred to as the reoffer prospectus, has been
prepared in accordance  with the  requirements of Part I of Form S-3 pursuant to
the Instructions to Form S-8. The reoffer prospectus may be used for reofferings
and  resales  of shares of the  Company's  common  stock  which are deemed to be
restricted securities under the Securities Act.
PROSPECTUS

                           Southwestern Energy Company

                          91,100 Shares of Common Stock

         This  prospectus  relates  to up to 91,100  shares  of common  stock of
Southwestern  Energy  Company  which may be offered for resale by certain of our
officers  and  employees  identified  in this  prospectus.  The shares have been
acquired by the selling  shareholders  through awards of shares under individual
restricted stock agreements.

         The selling  shareholders may sell their shares at prices prevailing on
the New York Stock Exchange on the date of sale,  prices  relating to prevailing
market prices or negotiated prices. We will not receive any of the proceeds from
the sale of the shares by the selling shareholders. All expenses of registration
incurred in  connection  herewith  are being borne by us,  however,  all selling
commissions and other expenses incurred by any selling shareholder in connection
with the sale of shares will be borne by the selling shareholder.

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

         Our  common  stock is listed on the New York Stock  Exchange  under the
symbol  "SWN." The last  reported sale price of our common stock on the New York
Stock Exchange on September 19, 2001, was $11.00.

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

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

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

                The date of this prospectus is September 20, 2001
You should rely only on the  information  contained or  incorporated by
reference in this prospectus or any supplement. We have not authorized anyone to
provide you with different information. Shares of common stock are being offered
and sold only in states  where  offers and sales are  permitted.  You should not
assume that the  information  contained in this prospectus is accurate as of any
date other than the date of this prospectus.

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

                                TABLE OF CONTENTS
Page
Where You Can Find More Information..........................................2
Incorporation of Certain Documents by Reference..............................3
The Company..................................................................3
Use of Proceeds..............................................................4
Selling Shareholders.........................................................5
Plan of Distribution.........................................................8
Experts......................................................................9
Legal Matters................................................................9
Indemnification..............................................................9
WHERE YOU CAN FIND MORE INFORMATION

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

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

                                       2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with  them  into  this  prospectus,   which  means  we  can  disclose  important
information  to you  by  referring  you  to  those  documents.  The  information
incorporated by reference is considered to be a part of this prospectus  (except
for any information that is superseded by the information  included  directly in
this  prospectus),  and  information  that  we file  later  with  the  SEC  will
automatically  update and  supersede  the  information  in this  prospectus.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934 until all the securities are sold:

         o        Our Annual Report on Form 10-K for the year ended December 31,
                  2000;

         o        Our  Quarterly  Reports on  Form 10-Q  for the  quarters ended
                  March 31, 2001 and June 30, 2001;

         o        Our  Current  Reports  on Form 8-K  dated  February  1,  2001,
                  February 15,  2001,  March 13,  2001,  April 18, 2001,  May 1,
                  2001, July 5, 2001 and July 26, 2001;

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

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

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

                                   THE COMPANY

         We are an energy  company  primarily  focused on natural  gas.  We were
originally incorporated in Arkansas in 1929 as a local gas distribution company.
Today, we are an exempt holding company under the Public Utility Holding Company
Act of 1935 and derive the vast majority of our  operating  income and cash flow
from our oil and gas exploration and production business. We are involved in the
following business segments:

         o        Exploration and Production - We are engaged in natural gas and
                  oil exploration,  development and production,  with operations
                  principally located in Arkansas,  Oklahoma,  Texas, New Mexico
                  and Louisiana. This represents our primary business.

                                       3
o        Natural Gas  Distribution  - We are engaged in the  gathering,
                  distribution  and transmission of natural gas to approximately
                  136,000 customers in Arkansas.

         o        Marketing  and  Transportation  -  We  provide  marketing  and
                  transportation services in our core areas of operation and own
                  a  25%  interest  in  the  NOARK  Pipeline   System,   Limited
                  Partnership, a gas transmission system that includes 749 miles
                  of pipeline with a total throughput capacity of 330 MMcfd.

         Our business  strategy is to provide  long-term  growth through focused
exploration and production of oil and natural gas. We seek to maximize cash flow
and  earnings  and  provide  consistent  growth  in oil and gas  production  and
reserves through the discovery, production and marketing of high margin reserves
from a balanced  portfolio of drilling  opportunities.  This balanced  portfolio
includes  low risk  development  drilling  in the Arkoma  Basin,  moderate  risk
exploration  and  exploitation  in the Permian  Basin and east  Texas,  and high
potential exploration opportunities in the onshore Gulf Coast.

         We create  additional  value  through  our  natural  gas  distribution,
marketing and transportation activities. During 2000, we announced our intent to
sell our gas distribution business.  However, we have not received an offer that
we believe reflects the true value of the utility system.  Accordingly,  we will
continue to hold and operate these assets. We further enhance  shareholder value
by creating and  capturing  additional  value  beyond the  wellhead  through our
marketing and transportation activities.

         Our  principal  executive  offices  are  located at 2350 N. Sam Houston
Parkway E., Suite 300,  Houston,  Texas 77032, and our telephone number is (281)
618-4700.

                                 USE OF PROCEEDS

         Shares which may be sold  pursuant to this  prospectus  will be sold by
the  selling  shareholders  for their own  accounts  and we will not receive any
proceeds  from  any  such  sales.  See  "Selling   Shareholders"  and  "Plan  of
Distribution."

                                       4
SELLING SHAREHOLDERS

         The shares  offered  under this  prospectus  are being  registered  for
resales from time to time by selling  shareholders  who have acquired the shares
pursuant to restricted  stock grants awarded to them.  The selling  shareholders
named in the following table may resell all, a portion of, or none of the shares
they hold.

         The  following  table sets forth  information  concerning  the  selling
shareholders and the number of shares that may be offered hereby by each selling
shareholder as of the date of this prospectus.
Number of Shares
                                                                                                   That May be
Selling Shareholder                  Position with the Company                                   Offered Hereby
-------------------                  -------------------------                                   --------------
Charles A. Bayles...............     Manager, Pipeline Systems, Arkansas Western Gas                    500
                                       Company

Donna R. Campbell...............     Utility Rate Analyst, Arkansas Western Gas Company                 500

Jeffrey L. Dangeau..............     General Counsel and Secretary, Arkansas Western Gas              1,100
                                       Company

Terry M. England................     Division Operating Manager, Arkansas Western Gas                   500
                                       Company

Ricky A. Gunter.................     Vice President-Rates and Regulations and Assistant               1,200
                                       Secretary, Arkansas Western Gas Company

Michael Z. Hays.................     Director, Pipeline Operations, Arkansas Western Gas                600
                                       Company

Glenn M. Morgan.................     Treasurer and Controller, Arkansas Western Gas                   1,200
                                       Company

David L. Rader..................     Manager, Utility Accounting, Arkansas Western                      500
                                       Gas Company

Alan E. Bearden, Jr.............     Manager, Accounting                                                500

W. Brooks Clower, Jr............     Senior Attorney                                                    500

Wes B. Couch ...................     Project Leader, Information Services                               500

Daniel J. Diebolt...............     Manager, Marketing & Transportation, Southwestern                  500
                                       Energy Services Company

John L. Fike ...................     Project Leader, Information Systems                                500

W. Lynn Gann ...................     Supervisor Financial Reporting                                     500

Michael K. Garner...............     Senior Manager, Procurement & Facility Services                    500

                                       5
Number of Shares
                                                                                                   That May be
Selling Shareholder                  Position with the Company                                   Offered Hereby
-------------------                  -------------------------                                   --------------

Sheila K. Green.................     Manager, Application Services                                      500

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

Linda L. Hipes .................     Supervisor Corporate Accounting                                    500

Paulette L. Johnson ............     Attorney                                                           500

R. Jason Kurtz..................     Senior Gas Representative, Southwestern Energy                     500
                                       Services Company

James L. Mullins, Jr............     Director, Human Resources                                          500

Sherry L. Schooler .............     Project Leader, Information Systems                                500

Bradley D. Sylvester............     Manager, Investor Relations                                      1,300

Thomas M. Alexander.............     Staff Production Engineer, Southwestern Energy                   1,000
                                       Production Company

John W. Batson..................     Team Coordinator, Southwestern Energy                            3,000
                                       Production Company

Wilfred W. Baumann..............     Manager, E & P Accounting, Southwestern Energy                     500
                                       Production Company

James L. Bolander...............     Senior Production Engineer, Southwestern Energy                  1,000
                                       Production Company

Harry H. Bryan. Jr .............     Drilling Manager, Southwestern Energy                            3,000
                                       Production Company

Kim R. Butler...................     Staff Geologist, Southwestern Energy                             2,450
                                       Production Company

William K. Butler...............     Senior Production Engineer, Southwestern Energy                  1,450
                                       Production Company

Alan R. Clemens.................     Exploration Manager, Southwestern Energy                         1,700
                                       Production Company

Charles A. Cornish, Jr..........     Senior Landman, Southwestern Energy                              1,000
                                       Production Company

Terrence T. Darilek.............     Senior Landman, Southwestern Energy Production                   1,300
                                       Company

James H. Denney, Jr.............     Staff Geologist, Southwestern Energy Production                  1,400
                                       Company

                                       6
Number of Shares
                                                                                                   That May be
Selling Shareholder                  Position with the Company                                   Offered Hereby
-------------------                  -------------------------                                   --------------

Jimmy R. Dewbre.................     Vice President-Land, Southwestern Energy Production              5,500
                                       Company

John C. Gargani.................     Manager, Economic Planning & Acquisitions,                       3,000
                                       Southwestern Energy Production Company

Ronnie R. Gilbreath.............     Senior Production Engineer, Southwestern Energy                    600
                                       Production Company

Teresa L. Grant.................     Senior Landman, Southwestern Energy Production                     600
                                       Company

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

Dale J. Kardash.................     District Engineer, Southwestern Energy Production                1,900
                                       Company

Robin A. Kisling................     Superintendent-Production, Southwestern Energy                     350
                                       Production Company

Karl A. Knudson.................     Staff Reservoir Engineer, Southwestern Energy                    1,900
                                       Production Company

Olga G. McGee ..................     Manager Property Administration, Southwestern                      600
                                       Energy Production Company

Terry G. McMillin...............     Safety/Health Environmental Coordinator,                           600
                                       Southwestern Energy Production Company

J. Walt Mitchell................     Manager, Field Procurement Services, Southwestern                  600
                                       Energy Production Company

Michael E. Navolio..............     Staff Geophysicist, Southwestern Energy Production               1,900
                                       Company

Robert C. Pace..................     Senior Geologist, Southwestern Energy Production                 3,000
                                       Company

James N. Perkins ...............     Staff Landman, Southwestern Energy                               1,000
                                       Production Company

Michael L. Rhodes ..............     Staff Geophysicist, Southwestern Energy                          1,000
                                       Production Company

Debra Rutan.....................     Staff Geologist, Southwestern Energy Production                  1,400
                                       Company

George E. Schneider.............     Production Superintendent, Southwestern Energy                     500
                                       Production Company

                                       7
Number of Shares
                                                                                                   That May be
Selling Shareholder                  Position with the Company                                   Offered Hereby
-------------------                  -------------------------                                   --------------

Phillip R. Shelby...............     Senior Geologist, Southwestern Energy                              600
                                       Production Company

John P. Springer ...............     Senior Reservoir Engineer, Southwestern                          1,400
                                       Energy Production Company

D. Brent Stafford ..............     E&P Systems Data Manager                                           500

J. Alan Stubblefield............     Vice President-Production, Southwestern                          5,500
                                       Energy Production Company

Jerry W. Taylor ................     Senior Landman, Southwestern Energy                                600
                                       Production Company

John D. Thaeler.................     Vice President, SEECO, Inc.                                      5,500

Samuel G. Thompson..............     Staff Landman, Southwestern Energy Production                    1,900
                                       Company

J. Deck Travis .................     Staff Drilling Engineer, Southwestern Energy                     1,000
                                       Production Company

James M. Tully..................     Staff Drilling Engineer, Southwestern Energy                     1,900
                                       Production Company

Douglas H. Van Slambrouck.......     Senior Reservoir Engineer, Southwestern Energy                   1,950
                                       Production Company

Ricardo Vasquez.................     Staff Geologist, Southwestern Energy Production                  1,300
                                       Company

Freda R. Webb...................     Staff Reservoir Engineer, Southwestern Energy                    1,900
                                       Production Company

Matt B. Williams................     Staff Geologist, Southwestern Energy Production                  1,400
                                       Company

William J. Winkelmann...........     Staff Geologist, Southwestern Energy Production                  1,900
                                       Company

Daniel R. Zebrowski.............     Staff Geophysicist, Southwestern Energy                          1,900
                                       Production Company
PLAN OF DISTRIBUTION

         The selling  shareholders have not advised us of any specific plans for
the sale of the shares  offered  under  this  prospectus  but,  if and when such
shares are sold,  it is  anticipated  that the shares  will be sold from time to
time  primarily  in  transactions  on the New York Stock  Exchange at the market
price then prevailing. Sales also may be made through negotiated

                                       8
transactions or otherwise,  at prices related to the prevailing  market price or
otherwise.  If shares are sold through brokers, the selling shareholders may pay
customary brokerage commissions and charges. The selling shareholders may effect
these  transactions  by  selling  shares to or through  broker-dealers  and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling  shareholders and or the purchaser of the shares so
sold for whom such  broker-dealers may act or to whom they may sell as principal
or both (which compensation, as to a particular broker-dealer,  may be in excess
of customary  commissions).  Shares covered by this  prospectus also may be sold
under  Rule 144 or  another  exemption  under the  Securities  Act  rather  than
pursuant to this prospectus.

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

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

                                     EXPERTS

         The consolidated financial statements of the Company as of December 31,
2000,  and for each of the three years in the period  ended  December  31, 2000,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000, incorporated by reference herein, have been audited by Arthur Andersen
LLP,  independent public accountants,  as indicated in their report with respect
thereto and have been  incorporated  by  reference  herein in reliance  upon the
authority of said firm as experts in giving said report.

                                  LEGAL MATTERS

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

                                 INDEMNIFICATION

         The Arkansas Business Corporation Act provides that a corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any  threatened,  pending or completed  action or  proceeding
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  against expenses, judgments, fines and amounts paid in settlements
reasonably  incurred by him in  connection  with such action or proceeding if he
acted in good faith in a

                                       9
manner reasonably  believed to be in or not opposed to the best interests of the
corporation.  In addition,  a corporation  shall have the power to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he is
or was a  director,  officer,  employee  or  agent  of the  corporation  against
expenses actually  reasonably  incurred by him in connection with the defense or
settlement  of such  action  if he  acted in good  faith in a manner  reasonably
believed to be in or not opposed to the best  interests of the  corporation  and
except that no indemnification shall be made in respect of any claim as to which
such person shall have been  adjudged to be liable for  negligence or misconduct
unless and only to the extent the court in which such action was  brought  shall
determine  that,  despite  the  adjudication  of  liability,  but in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which the court shall deem proper.

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

         We  have  entered  into  indemnification  agreements  with  each of our
directors  and  officers  pursuant  to which we have  agreed  to  indemnify  our
directors and officers  against  liabilities and litigation costs resulting from
their  service  to us.  We also  maintain  directors'  and  officers'  liability
insurance.

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

                                       10
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

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

         (1)      The Company's  Annual  Report on Form 10-K for the fiscal year
                  ended December 31, 2000;

         (2)      The Company's Quarterly Reports  on Form 10-Q for the quarters
                  ended March 31, 2001 and June 30, 2001;

         (3)      The Company's  Current  Reports on  Form 8-K dated February 1,
                  2001, February 15, 2001, March 13, 2001, April 18, 2001,   May
                  1, 2001, July 5, 2001 and July 26, 2001;

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

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

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

Item 4.           Description of Securities.

         Not applicable.

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

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

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

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
Company  pursuant to the  foregoing  provisions,  the Company has been  informed
that,  in  the  opinion  of  the  Securities  and  Exchange   Commission,   such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the

                                      II-2
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

Exhibit Number           Description
--------------           -----------
       4.1               Form of Non-qualified Stock Option between Southwestern
                         Energy  Company  and  employees  granted  stock options
                         (incorporated herein by reference to Exhibit 4.2 to the
                         Company's Registration Statement on Form S-8, File  No.
                         333-42494 (the "S-8 Registration Statement")).

       4.2               Form of Restricted Stock Agreement between Southwestern
                         Energy   Company  and  employees   awarded   shares  of
                         restricted stock  (incorporated  herein by reference to
                         Exhibit 4.3 to the S-8 Registration Statement).

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

      23.1               Consent of Arthur Andersen LLP.

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

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

Item 9.           Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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

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

                                      II-3
(ii)     To reflect  in the  prospectus any  facts or
                  events arising after the effective  date of this  Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration  Statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of a prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in the volume
                  and price  represent  no more than a 20% change in the maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration Fee" table in this Registration Statement;

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

         provided,  however,  that the  undertakings  set  forth  in  paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a  post-effective  amendment by those  paragraphs  is
         contained  in  periodic  reports  filed by the  registrant  pursuant to
         Section 13 or Section  15(d) of the Exchange Act that are  incorporated
         by reference in this Registration Statement.

                  (2)      That, for  the purpose  of determining  any liability
         under the Securities Act, each such  post-effective  amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3)      To   remove   from    registration  by   means   of a
         post-effective  amendment any of the securities  being registered which
         remain unsold at the termination of the offering.

         (b)      The  undersigned  Registrant  hereby further undertakes  that,
for purposes of determining  any liability under the Securities Act, each filing
of the Registrant's  annual report pursuant to Section 13(a) or Section 15(d) of
the  Exchange Act (and,  where  applicable,  each filing of an employee  benefit
plan's  annual  report  pursuant to Section  15(d) of the Exchange  Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      Insofar as indemnification for liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the

                                      II-4
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, State of Texas on the 14th day of September,
2001.

                                                   SOUTHWESTERN ENERGY COMPANY

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

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints Harold M. Korell and Greg D. Kerley, each
of them,  his true and lawful  attorneys-in-fact  and agents  with full power of
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and agents,  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents, or his or their  substitutes,  may lawfully do or
cause to be done by virtue hereof.

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

Signature                      Title                               Date
---------                      -----                               ----

/s/ Harold M. Korell           President, Chief Executive     September 14, 2001
---------------------------    Officer and Director
Harold M. Korell               (Principal Executive Officer)

/s/ Greg D. Kerley             Executive Vice President       September 14, 2001
---------------------------    and Chief Financial Officer
Greg D. Kerley                 (Principal Financial Officer)

/s/ Stanley T. Wilson          Controller and Chief           September 19, 2001
---------------------------    Accounting Officer
Stanley T. Wilson              (Principal Accounting
                               Officer)

                                      II-6
Signature                      Title                          Date
---------                      -----                          ----

/s/ Lewis E. Epley, Jr.        Director                       September 13, 2001
---------------------------
Lewis E. Epley, Jr.

/s/ John Paul Hammerschmidt    Director                       September 17, 2001
---------------------------
John Paul Hammerschmidt

/s/ Robert L. Howard           Director                       September 12, 2001
---------------------------
Robert L. Howard

/s/ Kenneth R. Mourton         Director                       September 17, 2001
---------------------------
Kenneth R. Mourton

/s/ Charles E. Scharlau        Director                       September 12, 2001
---------------------------
Charles E. Scharlau

                                      II-7
EXHIBIT INDEX

Exhibit Number          Description
--------------          -----------
     4.1                Form of Non-qualified Stock Option between  Southwestern
                        Energy Company  and employees  granted  stock    options
                        (incorporated herein by reference to Exhibit 4.2  to the
                        Company's Registration  Statement on Form S-8, File  No.
                        333-42494  (the  "S-8  Registration Statement")).

     4.2                Form of Restricted Stock Agreement  between Southwestern
                        Energy   Company  and   employees   awarded   shares  of
                        restricted stock (incorporated  herein by  reference  to
                        Exhibit 4.3 to the S-8 Registration Statement).

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

    23.1                Consent of Arthur Andersen LLP.

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

    24                  Power of Attorney  (included  on the  signature  page to
                        this Registration Statement).
EXHIBIT 5.1

                                CONNER & WINTERS

                                    P.L.L.C.

                                     LAWYERS

                                 100 WEST CENTER
                                    SUITE 200
                          FAYETTEVILLE, ARKANSAS 72701

                                    --------

                               September 20, 2001

Southwestern Energy Company
2350 N. Sam Houston Pkwy. E.
Suite 300
Houston, Texas 77032

         Re:      Registration Statement of Form S-8

Ladies and Gentlemen:

         We have acted as counsel to Southwestern  Energy  Company,  an Arkansas
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933, as amended (the "Securities Act"), of the Registration Statement on
Form S-8 (the  "Registration  Statement")  relating to an  aggregate  of 313,000
shares of the Company's  common stock,  par value $.10 per share (the "Shares"),
of which 221,900 of the Shares may be issued  pursuant to options  granted under
stock option agreements ("Option Agreements") and 91,100 of the Shares have been
awarded as restricted stock under restricted stock agreements ("Restricted Stock
Agreements").

         In rendering the following  opinion,  we have reviewed the originals or
copies  certified  or  otherwise  identified  to our  satisfaction  of all  such
corporate   records  of  the  Company  and  such  other  instruments  and  other
certificates of public officials,  officers and  representatives  of the Company
and such other persons,  and we have made such investigations of law, as we have
deemed  appropriate as a basis for the opinion expressed below. In rendering the
opinion  expressed  below,  we have assumed the  authenticity  of all  documents
submitted  to us as  originals  and  the  conformity  to  the  originals  of all
documents submitted to us as copies.

         Based  on the  foregoing,  we are of the  opinion  that  (i)  upon  the
issuance of Shares  pursuant to the exercise of options in accordance with their
terms and the terms of the respective  Option  Agreement,  the Shares so issued,
when paid for in  accordance  with the terms of the  Option  Agreement  and at a
price per share in  excess of the par value per share for such  Shares,  will be
legally  issued,  fully paid and  nonassessable  and (ii) the  Shares  issued as
restricted stock pursuant to the Restricted Stock Agreements are legally issued,
fully paid and nonassessable.
September 20, 2001
Page 2

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters"  in the  Registration  Statement.  In giving  this  consent,  we do not
thereby  admit that we are in a category  of persons  whose  consent is required
under  Section  7 of the  Securities  Act or the rules  and  regulations  of the
Commission issued thereunder.

                                                 Very truly yours,

                                                 /s/ Conner & Winters

                                                 Conner & Winters, P.L.L.C.
Exhibit 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the use of our report
incorporated  by  reference in this  registration  statement of our report dated
February 5, 2001,  included in Southwestern  Energy  Company's  Annual Report on
Form 10-K for the year ended  December 31, 2000,  and to all  references  to our
Firm included in this registration statement.

                                                     ARTHUR ANDERSEN LLP

Tulsa, Oklahoma
 September 20, 2001
September 20, 2001

Securities and Exchange Commission
ATTN: Filing Desk, Stop 1-4
450 Fifth Street, N.W.
Washington, DC  20549-1004

Gentlemen:

Pursuant to regulations of the  Securities  and Exchange  Commission,  submitted
herewith  for  filing on  behalf of  Southwestern  Energy  Company  is Form S-8,
Registration  Statement  Under The  Securities  Act of 1933 dated  September 20,
2001,  for the  Southwestern  Energy  Company  2001  Employee  Stock  Option and
Restricted Stock Agreements. A wire transfer has been sent to the account of the
Securities  and Exchange  Commission in the amount of $685.00  representing  the
applicable filing fee in connection with the Registration Statement.

This filing is being effected by direct  transmission to the Commission's  EDGAR
System.

Very truly yours,

Stan Wilson
Controller