As filed with the Securities and Exchange Commission on July 28, 2000.
                                                       Registration No.333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    --------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                    --------

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

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

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

              Southwestern Energy Company 2000 Stock Incentive Plan
              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
  Title of          Amount         Proposed          maximum
 secturities        to be           maximum         aggregate       Amount of
   to be          registered     offering price      offering      registration
 registered       (1)(2)(3)        per share         price(4)          fee
-------------- ---------------- ---------------- ---------------- --------------
Common Stock,  1,254,000 shares       (4)         $8,952,468.75     $2,370.00
$.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 First Chicago
Trust Company of New York, as Rights Agent.
(3) Does not include an additional: (a) 1,275,000  shares of  common stock being
carried  forward  pursuant to Rule 429 from the  Registration  Statement on Form
S-8, File No.  333-03787 (a registration fee of $6,397.85 was paid in connection
with the filing of such  registration  statement),  (b) 616,480 shares of common
stock being carried forward pursuant to Rule 429 from the Registration Statement
on Form S-8,  File No.  333-64961 (a  registration  fee of $1,771.00 was paid in
connection  with the filing of such  registration  statement),  and (c)  206,785
shares  being  carried  forward  pursuant  to Rule  429  from  the  Registration
Statement on Form S-8,  File No.  333-96161 (a  registration  fee of $310.50 was
paid in  connection  with  the  filing  of  such  registration  statement).
(4) Estimated  solely  for  the  purpose  of calculating the registration fee in
accordance  with Rule 457 based on (a) an aggregate  of 3,000  shares  presently
subject to stock  options at a weighted  average  exercise  price of $7.3125 per
share and (b) the  average of the high and low sale  prices  reported on the New
York  Stock  Exchange  on July 26, 2000,  of $7.15625 per share  with respect to
1,250,000  shares  issuable under the stock incentive plan and the reoffering of
1,000 shares awarded under restricted stock agreements.

<PAGE>


                              EXPLANATORY NOTE AND
                     STATEMENT OF INCORPORATION BY REFERENCE

         This  Registration  Statement relates to (i) 1,250,000 shares of common
stock issuable pursuant to the Southwestern  Energy Company 2000 Stock Incentive
Plan (the "Plan"),  (ii) 3,000 shares of common stock issuable pursuant to stock
option agreements  granted to certain employees and (iii) 1,000 shares of common
stock issued to certain employees under restricted stock agreements. Pursuant to
Rule 429 under the  Securities Act of 1933, as amended (the  "Securities  Act"),
the  Registration  Statement also  incorporates by reference the contents of the
following  registration  statements  filed by  Southwestern  Energy Company (the
"Company")  with the Securities and Exchange  Commission (the "SEC") pursuant to
the Securities Act:

         (i)      Registration  Statement on Form S-8, No. 333-03787, filed with
                  the SEC on May 15, 1996, relating  to shares of  common  stock
                  issuable under the Company's 1993 Stock Incentive Plan;

         (ii)     Registration Statement on Form S-8, No. 333-6496l,  filed with
                  the SEC on September  30,  1998,  relating to shares of common
                  stock  that  are  issuable  under  the  Company's  1993  Stock
                  Incentive Plan and stock option agreements  granted to certain
                  employees and that were awarded to certain employees under the
                  Company's 1993 Stock Incentive Plan and under restricted stock
                  agreements; and

         (iii)    Registration Statement on Form S-8, No. 333-96161,  filed with
                  the SEC on  February  4,  2000,  relating  to shares of common
                  stock that are issuable under stock option agreements  granted
                  to  certain   employees  and  that  were  awarded  to  certain
                  employees under restricted stock agreements.

         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 control securities or restricted securities under the Securities Act.


<PAGE>


PROSPECTUS

                           Southwestern Energy Company

                        2,704,094 Shares of Common Stock

         This  prospectus  relates to up to 2,704,094  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 or will be
acquired  by the selling  shareholders  through  the  exercise of stock  options
granted to them under our 2000 Stock  Incentive  Plan, 1993 Stock Incentive Plan
or separate stock option  agreements or through awards of shares under the stock
incentive plans or separate 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,  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 July 26, 2000, was $7.1875.

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

         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 July 28, 2000


<PAGE>


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


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

                                TABLE OF CONTENTS
<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..........................................................4
Plan of Distribution..........................................................9
Experts......................................................................10
Legal Matters................................................................10
Indemnification..............................................................10

</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, 1999;

     o   Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;

     o   Our Current Reports on Form 8-K dated June 22, 2000, and June 26, 2000;

     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 integrated  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 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.

     o   Natural  Gas  Distribution   -   We  are  engaged   in  the  gathering,
         distribution and  transmission of natural gas to approximately  134,000
         customers in northern 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

                                       3
<PAGE>

         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  development of oil and natural gas, while creating  additional
value  through  our  natural  gas  distribution,  marketing  and  transportation
activities.  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  high-potential   exploration   opportunities  in  the  Gulf  Coast.
Additionally,  we strive to operate our utility  systems safely and  efficiently
and to  improve  the  competitive  position  and  profitability  of our  utility
systems.  We are also committed to enhancing  shareholder  value by creating and
capturing  additional  value  beyond the  wellhead  through  our  marketing  and
transportation activities.

         Our  principal  executive  offices  are  located  at 1083 Sain  Street,
Fayetteville, Arkansas 72703, and our telephone number is (501) 521-1141.

                                 USE OF PROCEEDS

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

                              SELLING SHAREHOLDERS

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

         Participants  under our 2000 Stock  Incentive Plan who are deemed to be
"affiliates"  of  Southwestern  Energy  Company who acquire shares or options to
acquire shares may be added to the selling  shareholders  listed below from time
to time,  and the  number of shares  eligible  to be  reoffered  by the  selling
shareholders  listed below may be adjusted,  either by means of a post-effective
amendment  hereto or by use of a prospectus  supplement  filed  pursuant to Rule
424(b) under the Securities Act.

         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.

                                       4
<PAGE>

<TABLE>
<CAPTION>

                                                                                     Number of Shares
                                                                                       That May be
Selling Shareholder                Position with the Company                          Offered Hereby
-------------------                -------------------------                         ----------------
<S>                                <C>                                                     <C>
Charles E. Scharlau.............   Chairman of the Board                                   414,996(1)

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

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


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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

                                       5
<PAGE>

                                                                                     Number of Shares
                                                                                       That May be
Selling Shareholder                Position with the Company                          Offered Hereby
-------------------                -------------------------                         ----------------
<S>                                <C>                                                     <C>
Alan R. Clemens.................   Staff Geophysicist, Southwestern Energy                   2,500(4)
                                    Production Company

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       6
<PAGE>

                                                                                    Number of Shares
                                                                                       That May be
Selling Shareholder                Position with the Company                          Offered Hereby
-------------------                -------------------------                         ----------------
<S>                                <C>                                                     <C>
Mark A. Hill....................   Senior Landman, Southwestern Energy Production              420(4)
                                    Company

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

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

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

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

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

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

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

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

Mark D. McBryde.................   Senior Production Engineer, Southwestern Energy             500(4)
                                    Production Company

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

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

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

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

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

James L. Mullins, Jr............   Director, Human Resources                                   420(4)

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

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

                                       7
<PAGE>

                                                                                    Number of Shares
                                                                                       That May be
Selling Shareholder                Position with the Company                          Offered Hereby
-------------------                -------------------------                         ----------------
<S>                                <C>                                                     <C>
Anita M. Parisi.................   Manager, Application Services                               420(4)

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

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

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

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

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

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

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

Elsie C. Sullivan...............   Staff Geologist, Southwestern Energy Production             667(4)
                                    Company

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

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

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

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

Douglas H. Van Slambrook........   Senior Reservoir Engineer                                   500(4)

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

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

Freda R. Webb...................   Staff Reservoir Engineer, Southwestern Energy             1,950(4)
                                    Production Company

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

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

                                       8
<PAGE>

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

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

</TABLE>
[FN]

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

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

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

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

</FN>

                              PLAN OF DISTRIBUTION

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

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

                                       9
<PAGE>


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

                                     EXPERTS

         Our consolidated  financial statements as of December 31, 1999, and for
each of the three years in the period ended  December 31, 1999,  included in our
Annual Report on Form 10-K for the year ended December 31, 1999, incorporated by
reference herein,  have been audited by Arthur Andersen LLP,  independent public
accountants,  as indicated  in their  report with respect  thereto and have been
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

                                  LEGAL MATTERS

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

                                 INDEMNIFICATION

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

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

                                       10
<PAGE>

         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.

         Our 2000  Stock  Incentive  Plan and 1993  Stock  Incentive  Plan  each
provide that no member of the committee  administering such plan shall be liable
for any action,  omission or determination relating to the plan. In addition, we
have  agreed in each plan to  indemnify  and hold  harmless  each  member of the
committee, and each other director or employee of ours to whom any duty or power
relating to the administration or interpretation of the plan has been delegated,
against any cost or expense, including counsel fees, or liability arising out of
any action,  omission or determination  relating to the plan,  unless, in either
case, such action,  omission or determination  was taken or made by such member,
director or employee in bad faith and without  reasonable  belief that it was in
our best interests.

         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.

                                       11
<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, 1999;

         (2)      The Company's  Quarterly Report on  Form 10-Q for  the quarter
                  ended March 31, 2000;

         (3)      The Company's Current Reports on Form 8-K dated June 22, 2000,
                  and June 26, 2000;

         (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                Southwestern Energy  Company  2000 Stock  Incentive Plan
                        (incorporated   by  reference  herein  by  reference  to
                        Appendix A to the Company's  Proxy Statement dated March
                        29, 2000).

     4.2                Form of Non-qualified Stock  Option between Southwestern
                        Energy Company and employees granted stock options.

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

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

    23.1                Consent of 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  Fayetteville,  State of Arkansas  on the 28th day of
July, 2000.

                                                 SOUTHWESTERN ENERGY COMPANY

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

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

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


<TABLE>
<CAPTION>

Signature                            Title                                           Date
---------                            -----                                           ----
<S>                                  <C>                                             <C>
/s/ Harold M. Korell                 President, Chief Executive                      July 28, 2000
---------------------------          Officer and Director
Harold M. Korell                     (Principal Executive Officer)

/s/ Greg D. Kerley                   Executive Vice President and                    July 28, 2000
---------------------------          Chief Financial Officer
Greg D. Kerley                       (Principal Financial Officer)

/s/ Stanley T. Wilson                Controller and Chief Accounting                 July 28, 2000
---------------------------          Officer (Principal Accounting Officer)
Stanley T. Wilson

                                      II-6
<PAGE>


Signature                            Title                                           Date
---------                            -----                                           ----
<S>                                  <C>                                             <C>
/s/ Lewis E. Epley, Jr.              Director                                        July 28, 2000
---------------------------
Lewis E. Epley, Jr.

/s/ John Paul Hammerschmidt          Director                                        July 28, 2000
---------------------------
John Paul Hammerschmidt

/s/ Robert L. Howard                 Director                                        July 28, 2000
---------------------------
Robert L. Howard

/s/ Kenneth R. Mourton               Director                                        July 28, 2000
---------------------------
Kenneth R. Mourton

/s/ Charles E. Scharlau              Director and Chairman                           July 28, 2000
---------------------------
Charles E. Scharlau

</TABLE>

                                      II-7
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number          Description
--------------          -----------
     4.1                Southwestern  Energy Company  2000 Stock  Incentive Plan
                        (incorporated  by   reference  herein  by  reference  to
                        Appendix  A  to  the  Company's  Proxy  Statement  dated
                        March 29, 2000).

     4.2                Form of Non-qualified Stock Option between  Southwestern
                        Energy Company and employees granted stock options.

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

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

    23.1                Consent of Arthur Andersen LLP.

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

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

                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "EMP STOCK OPTION AND REST STOCK AGREEMENTS", "secsgml_size_bytes": 58394}]
{"company-data": {"conformed-name": "SOUTHWESTERN ENERGY CO", "cik": "0000007332", "assigned-sic": "4923", "irs-number": "710205415", "state-of-incorporation": "AR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42494", "film-number": "681209"}, "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 July 28, 2000.
                                                       Registration No.333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    --------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                    --------

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

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

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

              Southwestern Energy Company 2000 Stock Incentive Plan
              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
  Title of          Amount         Proposed          maximum
 secturities        to be           maximum         aggregate       Amount of
   to be          registered     offering price      offering      registration
 registered       (1)(2)(3)        per share         price(4)          fee
-------------- ---------------- ---------------- ---------------- --------------
Common Stock,  1,254,000 shares       (4)         $8,952,468.75     $2,370.00
$.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 First Chicago
Trust Company of New York, as Rights Agent.
(3) Does not include an additional: (a) 1,275,000  shares of  common stock being
carried  forward  pursuant to Rule 429 from the  Registration  Statement on Form
S-8, File No.  333-03787 (a registration fee of $6,397.85 was paid in connection
with the filing of such  registration  statement),  (b) 616,480 shares of common
stock being carried forward pursuant to Rule 429 from the Registration Statement
on Form S-8,  File No.  333-64961 (a  registration  fee of $1,771.00 was paid in
connection  with the filing of such  registration  statement),  and (c)  206,785
shares  being  carried  forward  pursuant  to Rule  429  from  the  Registration
Statement on Form S-8,  File No.  333-96161 (a  registration  fee of $310.50 was
paid in  connection  with  the  filing  of  such  registration  statement).
(4) Estimated  solely  for  the  purpose  of calculating the registration fee in
accordance  with Rule 457 based on (a) an aggregate  of 3,000  shares  presently
subject to stock  options at a weighted  average  exercise  price of $7.3125 per
share and (b) the  average of the high and low sale  prices  reported on the New
York  Stock  Exchange  on July 26, 2000,  of $7.15625 per share  with respect to
1,250,000  shares  issuable under the stock incentive plan and the reoffering of
1,000 shares awarded under restricted stock agreements.
EXPLANATORY NOTE AND
                     STATEMENT OF INCORPORATION BY REFERENCE

         This  Registration  Statement relates to (i) 1,250,000 shares of common
stock issuable pursuant to the Southwestern  Energy Company 2000 Stock Incentive
Plan (the "Plan"),  (ii) 3,000 shares of common stock issuable pursuant to stock
option agreements  granted to certain employees and (iii) 1,000 shares of common
stock issued to certain employees under restricted stock agreements. Pursuant to
Rule 429 under the  Securities Act of 1933, as amended (the  "Securities  Act"),
the  Registration  Statement also  incorporates by reference the contents of the
following  registration  statements  filed by  Southwestern  Energy Company (the
"Company")  with the Securities and Exchange  Commission (the "SEC") pursuant to
the Securities Act:

         (i)      Registration  Statement on Form S-8, No. 333-03787, filed with
                  the SEC on May 15, 1996, relating  to shares of  common  stock
                  issuable under the Company's 1993 Stock Incentive Plan;

         (ii)     Registration Statement on Form S-8, No. 333-6496l,  filed with
                  the SEC on September  30,  1998,  relating to shares of common
                  stock  that  are  issuable  under  the  Company's  1993  Stock
                  Incentive Plan and stock option agreements  granted to certain
                  employees and that were awarded to certain employees under the
                  Company's 1993 Stock Incentive Plan and under restricted stock
                  agreements; and

         (iii)    Registration Statement on Form S-8, No. 333-96161,  filed with
                  the SEC on  February  4,  2000,  relating  to shares of common
                  stock that are issuable under stock option agreements  granted
                  to  certain   employees  and  that  were  awarded  to  certain
                  employees under restricted stock agreements.

         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 control securities or restricted securities under the Securities Act.
PROSPECTUS

                           Southwestern Energy Company

                        2,704,094 Shares of Common Stock

         This  prospectus  relates to up to 2,704,094  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 or will be
acquired  by the selling  shareholders  through  the  exercise of stock  options
granted to them under our 2000 Stock  Incentive  Plan, 1993 Stock Incentive Plan
or separate stock option  agreements or through awards of shares under the stock
incentive plans or separate 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,  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 July 26, 2000, was $7.1875.

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

         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 July 28, 2000
You should rely only on the  information  contained or  incorporated by
reference in this prospectus or any supplement. We have not authorized anyone to
provide you with different information. Shares of common stock are being offered
and sold only in states  where  offers and sales are  permitted.  You should not
assume that the  information  contained in this prospectus is accurate as of any
date other than the date of this prospectus.

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

                                TABLE OF CONTENTS
Page
Where You Can Find More Information...........................................2
Incorporation of Certain Documents by Reference...............................3
The Company...................................................................3
Use of Proceeds...............................................................4
Selling Shareholders..........................................................4
Plan of Distribution..........................................................9
Experts......................................................................10
Legal Matters................................................................10
Indemnification..............................................................10
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, 1999;

     o   Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;

     o   Our Current Reports on Form 8-K dated June 22, 2000, and June 26, 2000;

     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 integrated  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 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.

     o   Natural  Gas  Distribution   -   We  are  engaged   in  the  gathering,
         distribution and  transmission of natural gas to approximately  134,000
         customers in northern 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

                                       3
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  development of oil and natural gas, while creating  additional
value  through  our  natural  gas  distribution,  marketing  and  transportation
activities.  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  high-potential   exploration   opportunities  in  the  Gulf  Coast.
Additionally,  we strive to operate our utility  systems safely and  efficiently
and to  improve  the  competitive  position  and  profitability  of our  utility
systems.  We are also committed to enhancing  shareholder  value by creating and
capturing  additional  value  beyond the  wellhead  through  our  marketing  and
transportation activities.

         Our  principal  executive  offices  are  located  at 1083 Sain  Street,
Fayetteville, Arkansas 72703, and our telephone number is (501) 521-1141.

                                 USE OF PROCEEDS

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

                              SELLING SHAREHOLDERS

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

         Participants  under our 2000 Stock  Incentive Plan who are deemed to be
"affiliates"  of  Southwestern  Energy  Company who acquire shares or options to
acquire shares may be added to the selling  shareholders  listed below from time
to time,  and the  number of shares  eligible  to be  reoffered  by the  selling
shareholders  listed below may be adjusted,  either by means of a post-effective
amendment  hereto or by use of a prospectus  supplement  filed  pursuant to Rule
424(b) under the Securities Act.

         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.

                                       4
Number of Shares
                                                                                       That May be
Selling Shareholder                Position with the Company                          Offered Hereby
-------------------                -------------------------                         ----------------
Charles E. Scharlau.............   Chairman of the Board                                   414,996(1)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       5
Number of Shares
                                                                                       That May be
Selling Shareholder                Position with the Company                          Offered Hereby
-------------------                -------------------------                         ----------------
Alan R. Clemens.................   Staff Geophysicist, Southwestern Energy                   2,500(4)
                                    Production Company

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       6
Number of Shares
                                                                                       That May be
Selling Shareholder                Position with the Company                          Offered Hereby
-------------------                -------------------------                         ----------------
Mark A. Hill....................   Senior Landman, Southwestern Energy Production              420(4)
                                    Company

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

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

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

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

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

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

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

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

Mark D. McBryde.................   Senior Production Engineer, Southwestern Energy             500(4)
                                    Production Company

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

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

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

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

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

James L. Mullins, Jr............   Director, Human Resources                                   420(4)

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

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

                                       7
Number of Shares
                                                                                       That May be
Selling Shareholder                Position with the Company                          Offered Hereby
-------------------                -------------------------                         ----------------
Anita M. Parisi.................   Manager, Application Services                               420(4)

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

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

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

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

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

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

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

Elsie C. Sullivan...............   Staff Geologist, Southwestern Energy Production             667(4)
                                    Company

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

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

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

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

Douglas H. Van Slambrook........   Senior Reservoir Engineer                                   500(4)

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

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

Freda R. Webb...................   Staff Reservoir Engineer, Southwestern Energy             1,950(4)
                                    Production Company

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

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

                                       8
Number of Shares
                                                                                       That May be
Selling Shareholder                Position with the Company                          Offered Hereby
-------------------                -------------------------                         ----------------
William J. Winkelmann...........   Staff Geologist, Southwestern Energy Production           1,000(4)
                                    Company

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

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

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

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

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

                              PLAN OF DISTRIBUTION

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

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

                                       9
There is no assurance  that the selling  shareholders  will sell any or
all of the shares offered by them hereby.

                                     EXPERTS

         Our consolidated  financial statements as of December 31, 1999, and for
each of the three years in the period ended  December 31, 1999,  included in our
Annual Report on Form 10-K for the year ended December 31, 1999, incorporated by
reference herein,  have been audited by Arthur Andersen LLP,  independent public
accountants,  as indicated  in their  report with respect  thereto and have been
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

                                  LEGAL MATTERS

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

                                 INDEMNIFICATION

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

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

                                       10
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.

         Our 2000  Stock  Incentive  Plan and 1993  Stock  Incentive  Plan  each
provide that no member of the committee  administering such plan shall be liable
for any action,  omission or determination relating to the plan. In addition, we
have  agreed in each plan to  indemnify  and hold  harmless  each  member of the
committee, and each other director or employee of ours to whom any duty or power
relating to the administration or interpretation of the plan has been delegated,
against any cost or expense, including counsel fees, or liability arising out of
any action,  omission or determination  relating to the plan,  unless, in either
case, such action,  omission or determination  was taken or made by such member,
director or employee in bad faith and without  reasonable  belief that it was in
our best interests.

         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.

                                       11
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, 1999;

         (2)      The Company's  Quarterly Report on  Form 10-Q for  the quarter
                  ended March 31, 2000;

         (3)      The Company's Current Reports on Form 8-K dated June 22, 2000,
                  and June 26, 2000;

         (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                Southwestern Energy  Company  2000 Stock  Incentive Plan
                        (incorporated   by  reference  herein  by  reference  to
                        Appendix A to the Company's  Proxy Statement dated March
                        29, 2000).

     4.2                Form of Non-qualified Stock  Option between Southwestern
                        Energy Company and employees granted stock options.

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

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

    23.1                Consent of 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  Fayetteville,  State of Arkansas  on the 28th day of
July, 2000.

                                                 SOUTHWESTERN ENERGY COMPANY

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

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:
Signature                            Title                                           Date
---------                            -----                                           ----
/s/ Harold M. Korell                 President, Chief Executive                      July 28, 2000
---------------------------          Officer and Director
Harold M. Korell                     (Principal Executive Officer)

/s/ Greg D. Kerley                   Executive Vice President and                    July 28, 2000
---------------------------          Chief Financial Officer
Greg D. Kerley                       (Principal Financial Officer)

/s/ Stanley T. Wilson                Controller and Chief Accounting                 July 28, 2000
---------------------------          Officer (Principal Accounting Officer)
Stanley T. Wilson

                                      II-6
Signature                            Title                                           Date
---------                            -----                                           ----
/s/ Lewis E. Epley, Jr.              Director                                        July 28, 2000
---------------------------
Lewis E. Epley, Jr.

/s/ John Paul Hammerschmidt          Director                                        July 28, 2000
---------------------------
John Paul Hammerschmidt

/s/ Robert L. Howard                 Director                                        July 28, 2000
---------------------------
Robert L. Howard

/s/ Kenneth R. Mourton               Director                                        July 28, 2000
---------------------------
Kenneth R. Mourton

/s/ Charles E. Scharlau              Director and Chairman                           July 28, 2000
---------------------------
Charles E. Scharlau
II-7
EXHIBIT INDEX

Exhibit Number          Description
--------------          -----------
     4.1                Southwestern  Energy Company  2000 Stock  Incentive Plan
                        (incorporated  by   reference  herein  by  reference  to
                        Appendix  A  to  the  Company's  Proxy  Statement  dated
                        March 29, 2000).

     4.2                Form of Non-qualified Stock Option between  Southwestern
                        Energy Company and employees granted stock options.

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

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

    23.1                Consent of Arthur Andersen LLP.

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

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

                                      II-8