As filed with the Securities and Exchange Commission on September 30, 1998.
                                                           Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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

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

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

              Southwestern Energy Company 1993 Stock Incentive Plan
              Employee Stock Option and Restricted Stock Agreements
                            (Full title of the plan)

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

                         CALCULATION OF REGISTRATION FEE

                                   Proposed    Proposed
                                   maximum     maximum           
Title of securities  Amount to be  offering    aggregate          Amount of
to be registered     registered    price per   offering         registration
                                    share       price              fee 
Common Stock,         616,480                                      
$.10 par value       shares(1)(2)    (3)     $6,000,449(3)        $1,771
===================  ============  =========  ==============  ==================

(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
indeterminable  number of additional  shares 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
Registrant's  Shareholder  Rights  Agreement,  dated May 5, 1989, with the First
National Bank of Chicago,  as Rights Agent. 
(3) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457. The Proposed Maximum Aggregate Offering Price is based
on an aggregate of (a) 100,000 shares  presently  subject to stock options at an
exercise  price of $11.9375  per share,  (b) 9,500 shares  presently  subject to
stock  options at an exercise  price of  $11.5625  per share,  (c) 1,500  shares
presently  subject to stock  options at an exercise  price of $11.375 per share,
(d) 20,000 shares  presently  subject to stock  options at an exercise  price of
$11.25 per share,  (e) 5,000  shares  presently  subject to stock  options at an
exercise price of $11.00 per share, (f) 1,400 shares presently  subject to stock
options at an exercise price of $10.8125 per share,  (g) 3,000 shares  presently
subject to stock  options at an exercise  price of $10.625 per share,  (h) 2,400
shares  presently  subject to stock options at an exercise price of $10.5625 per
share, (i) 6,000 shares presently  subject to stock options at an exercise price
of $9.1875 per share, (j) 7,000 shares presently  subject to stock options at an
exercise price of $9.4375 per share, (k) 400 shares  presently  subject to stock
options at an  exercise  price of $8.75 per share,  (l) 5,000  shares  presently
subject to stock options at an exercise price of $6.8125 per share,  and (m) the
average of the high and low prices  reported  on the New York Stock  Exchange on
September  28, 1998,  of $9.1563 per share with respect to up to 425,000  shares
issuable in connection with stock options and shares of restricted stock awarded
or to be awarded under the Southwestern Energy Company 1993 Stock Incentive Plan
and with respect to the  reofferings  or resales of 30,280  shares of restricted
stock previously awarded under certain restricted stock agreements.


<PAGE>



          STATEMENT OF INCORPORATION BY REFERENCE AND EXPLANATORY NOTE

         This  Registration  Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-89914, filed by
Southwestern  Energy  Company (the  "Company")  with the Securities and Exchange
Commission on May 15, 1996, relating to the Company's 1993 Stock Incentive Plan.
This Registration  Statement on Form S-8 registers an additional  425,000 shares
of the Company's  Common  Stock,  together  with related  Common Stock  purchase
rights,  which  may be  issued  under  the  terms of the  Company's  1993  Stock
Incentive  Plan,  161,200  shares of the Company's  Common Stock,  together with
related  Common Stock  purchase  rights,  which may be issued under the terms of
certain stock options agreements granted by the Company and 30,280 shares of the
Company's  Common Stock,  together with related  Common Stock  purchase  rights,
previously issued to certain  employees  pursuant to restricted stock agreements
and which may be resold by such employees  pursuant to the Prospectus filed as a
part of the Registration Statement.

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


<PAGE>



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

         This  Prospectus  relates to up to 1,830,280  shares (the  "Shares") of
Common Stock, par value $.10 per share, including attached common stock purchase
rights  (collectively,  the "Common Stock"),  of Southwestern Energy Company, an
Arkansas corporation (the "Company"), which may be offered for resale by certain
officers and employees of the Company (the "Selling Shareholders").  The Selling
Shareholders have acquired and/or may in the future acquire the Shares under the
Southwestern  Energy  Company  1993 Stock  Incentive  Plan (the "1993 Plan") and
certain stock option and restricted stock agreements (the "Agreements").

         It is anticipated that Selling  Shareholders will offer Shares for sale
at  prevailing  prices on the New York Stock  Exchange on the date of sale.  The
Company will  receive none of the proceeds  from the sale of the Shares that may
be offered hereby,  but may receive funds on the exercise of options pursuant to
which  the  Selling  Shareholders  may  acquire  the  Shares.  All  expenses  of
registration  incurred in  connection  herewith  are being borne by the Company,
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  executing  selling orders on
behalf of the Selling Shareholders may be deemed to be "underwriters" within the
meaning of the  Securities  Act, in which case any  commissions  received by any
such broker may be deemed to be  underwriting  commissions  under the Securities
Act of 1933, as amended (the "Securities Act").

         The  Company's  Common  Stock is listed on the New York Stock  Exchange
under the symbol "SWN." The last  reported  sale price of the  Company's  Common
Stock on the New York Stock Exchange on September 28, 1998, was $9.00.

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

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

                The date of this Prospectus is September 30, 1998


<PAGE>



                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  information   requirements  of  the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy and information  statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy and information statements and other information can be inspected
and copied at prescribed rates at the public reference facilities  maintained by
the  Commission  at its  principal  office  located at 450 Fifth  Street,  N.W.,
Washington,  D.C. 20549,  the Chicago Regional Office located at Suite 1400, 500
West Madison Street,  Chicago,  Illinois 60661, and the New York Regional Office
located at Suite 1300,  Seven World Trade Center,  New York, New York 10048. The
Commission  also  maintains a site on the World Wide Web that contains  reports,
proxy and information  statements and other information filed  electronically by
the  Company  with the  Commission  which can be accessed  over the  Internet at
http://www.sec.gov.  In addition,  such  material can be inspected and copied at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         1.       The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1997;

         2.       The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 1998, and June 30, 1998;

         3.       The Company's  Current Reports on Form 8-K dated May 22, 1998,
                  and May 27, 1998;

         4.       The Company's Registration Statement on Form 8-A dated October
                  23, 1981, as updated by the Company's  Current  Report on Form
                  8-K dated July 8, 1993; and

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

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

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

                                       -2-

<PAGE>



                                TABLE OF CONTENTS

                                                                            Page
Use of Proceeds................................................................3
Selling Shareholders...........................................................3
Plan of Distribution...........................................................5
Experts........................................................................6
Legal Opinion..................................................................6
Indemnification................................................................6

                                 USE OF PROCEEDS

         Shares  sold  pursuant  to this  Prospectus  will  be  sold by  Selling
Shareholders  for their own accounts and they will receive all proceeds from any
such sale. The Company will receive none of the proceeds from any sale of Shares
offered  hereby but may receive  funds upon the  exercise of options  granted to
Selling  Shareholders  under the 1993 Plan and the Agreements.  The Company will
add any such funds to its  general  funds and use them for  working  capital and
general corporate purposes.

                              SELLING SHAREHOLDERS

         The Shares are being  registered  for  reoffers  and resales by Selling
Shareholders  who may acquire or have acquired such Shares pursuant to grants of
such Shares or pursuant to the exercise of stock  options  granted to them under
the 1993 Plan or the Agreements.  The purchase price for any Shares which may be
acquired  under an option granted under the 1993 Plan or the Agreements is equal
to the fair market  value of the  Company's  Common Stock on the date the option
was granted.  The Selling  Shareholders  named on the following table may resell
all, a portion of, or none of the Shares they acquire  pursuant to the 1993 Plan
or the Agreements. Key employees deemed to be "affiliates" of the Company within
the meaning of Rule 405 under the  Securities  Act 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 individuals  currently  holding options and/or shares of restricted
stock  under the 1993 Plan or the  Agreements  and who may be eligible to resell
Shares under this  Prospectus,  and the amounts of Shares eligible to be resold,
are as follows:


                                       -3-

<PAGE>


<TABLE>
<CAPTION>


<S>                                 <C>                                                          <C>          

                                                                                                 Shares Eligible to
Selling Shareholder                                 Position with the Company                       be Reoffered
-------------------                                 -------------------------                       ------------
Charles E. Scharlau................ Chief Executive Officer and Chairman of the Board                 414,996(1)
Harold M. Korell................... President and Chief Operating Officer                             210,882(1)
Gregory D. Kerley.................. Senior Vice President and Chief Financial                         101,273(1)
                                     Officer
Debbie J. Branch................... Senior Vice President, Southwestern Energy Services                38,920(1)
                                     Company and Southwestern Energy
                                     Pipeline Company
Charles V. Stevens................. Senior Vice President, Arkansas Western Gas                        54,643(1)
                                     Company
Alan H. Stevens.................... Senior Vice President, Southwestern Energy                        138,000(2)
                                     Production Company and SEECO, Inc.
Teresa L. Baker.................... Senior Landman, Southwestern Energy Production                        240(3)
                                     Company
John W. Batson..................... Staff Geophysicist, Southwestern Energy                             1,000(3)
                                     Production Company
William K. Butler.................. Senior Production Engineer, Southwestern Energy                       420(3)
                                     Production Company
Alan R. Clemens.................... Staff Geophysicist, Southwestern Energy                             1,000(3)
                                     Production Company
Jimmy R. Dewbre.................... Land Manager, Southwestern Energy Production                        1,000(3)
                                     Company
Patrick T. Gordon.................. Senior Production Geologist, Southwestern Energy                      590(3)
                                     Production Company
Dale J. Kardash.................... District Engineer, Southwestern Energy Production                     590(3)
                                     Company
Karl A. Knudson.................... Senior Reservoir Engineer, Southwestern Energy                      1,000(3)
                                     Production Company
Richard F. Lane.................... Exploration Manager, Southwestern Energy                            1,820(3)
                                     Production Company
Richard C. Merrill................. Staff Exploration Geologist, Southwestern Energy                      750(3)
                                     Production Company
Freda R. O'Brien................... Staff Reservoir Engineer, Southwestern Energy                         750(3)
                                     Production Company
Robert C. Pace                      Staff Geologist, Southwestern Energy Production                     1,000(3)
                                     Company


                                                        -4-

<PAGE>



                                                                                                 Shares Eligible to
Selling Shareholder                                 Position with the Company                       be Reoffered
-------------------                                 -------------------------                       ------------
Phillip R. Shelby.................. Senior Production Geologist, Southwestern Energy                     420(3)
                                     Production Company
Joe A. Stubblefield................ Drilling Manager, Southwestern Energy Production                   1,500(3)
                                     Company
Elsie C. Sullivan.................. Staff Geologist, Southwestern Energy Production                    1,000(3)
                                     Company
Ricardo Vasquez.................... Staff Geologist, Southwestern Energy Production                      600(3)
                                     Company
Matt B. Williams................... Senior Geologist, Southwestern Energy Production                     600(3)
                                     Company
Daniel R. Zebrowski................ Staff Geophysicist, Southwestern Energy                            1,000(3)
                                     Production Company

</TABLE>

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

(2)  Includes  20,000  shares of Common  Stock  which may be  acquired  upon the
exercise of options  granted  under the 1993 Plan,  3,000  shares of  restricted
Common Stock issued  under the 1993 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) Represents  shares of restricted  Common Stock issued pursuant to restricted
stock agreements.

                              PLAN OF DISTRIBUTION

         The Selling  Shareholders  have not advised the Company of any specific
plans for the distribution of Shares covered by this Prospectus but, if and when
such Shares are sold, it is  anticipated  that the Shares will be sold from time
to time primarily in  transactions  on the New York Stock Exchange at the market
price then prevailing. Sales also may be made through negotiated transactions or
otherwise,  at prices related to such prevailing  market price or otherwise.  If
Shares are sold through  brokers,  the Selling  Shareholders  may pay  customary
brokerage  commissions  and charges.  The Selling  Shareholders  may effect such
transactions   by  selling  Shares  to  or  through   broker-dealers   and  such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling  Shareholders and or the purchaser of the Shares so
sold for whom such  broker-dealers may act or to whom they may sell as principal
or both (which compensation, as to a particular broker-dealer,  may be in excess
of customary commissions).  The Selling Shareholders and any broker-dealers that
act in  connection  with  any  sale of  Shares  hereunder  may be  deemed  to be
"underwriters" within the meaning of 

                                       -5-

<PAGE>


Section 2(11) of the Securities  Act, and any  commissions  received by them and
any profit on the resale of Shares as principal may be deemed to be underwriting
discounts and  commissions  under the  Securities  Act.  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.

         There can be no assurance that the Selling  Shareholders  will sell any
or all of the Shares offered by them hereby.

                                     EXPERTS

         The consolidated financial statements of the Company as of December 31,
1997,  and for each of the three years in the period  ended  December  31, 1997,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1997, incorporated by reference herein, have been audited by Arthur Andersen
LLP,  independent public accountants,  as indicated in their report with respect
thereto and are  incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.

                                  LEGAL OPINION

         Jeffrey L.  Dangeau,  Esq. has opined as to the validity of the Shares.
As of September 30, 1998, Mr. Dangeau beneficially owned 62,226 shares of Common
Stock,  including  4,653 shares granted under the 1993 Plan as restricted  stock
and  options to  purchase  51,109  shares  granted  under the 1993 Plan that are
expected to become exercisable at various times over a period not to exceed nine
years  beginning at the date of each grant,  but which would become  exercisable
immediately  upon a "change in control" of the  Company,  as defined in the 1993
Plan.

                                 INDEMNIFICATION

         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
                                       -6-

<PAGE>



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.

         Section 4 of the 1993 Plan provides as follows:

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

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






                                       -7-

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  heretofore  filed  by the  Company  with the
Securities  and  Exchange  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, 1997;

         (2)      The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 1998, and June 30, 1998;

         (3)      The Company's  Current Reports on Form 8-K dated May 22, 1998,
                  and May 27, 1998;

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

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

         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.

Item 5.  Interests of Named Experts and Counsel.

         Jeffrey L. Dangeau, Esq. has opined as to the validity of the Shares. 
As of September 30, 1998, Mr. Dangeau beneficially owned 62,226 shares of Common
Stock, including 4,653 shares

                                      II-1

<PAGE>



granted  under the  Company's  1993 Stock  Incentive  Plan (the "1993  Plan") as
restricted  stock and options to purchase  51,109 shares  granted under the 1993
Plan that are expected to become  exercisable at various times over a period not
to exceed nine years beginning at the date of each grant, but which would become
exercisable immediately upon a "change in control" of the Company, as defined in
the 1993 Plan.

Item 6.  Indemnification of Directors and Officers.

         Section  4-27-850 of the Arkansas Code Annotated  provides that 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


                                      II-2

<PAGE>



of the Company in the successful  defense of any action,  suit or proceeding) is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

Item 7.  Exemption from Registration Claimed.

         Prior to the  effectiveness of the initial filing of this  Registration
Statement,  options to purchase 161,200 shares of the Company's Common Stock and
30,280  restricted  shares of Common Stock were awarded  pursuant to the certain
stock option and restricted stock agreements in connection with the commencement
of employment  with the Company.  Registration of the shares of Common Stock was
not required  because the awards of such options and shares did not constitute a
"sale" for purposes of the  Securities  Act because no cash or other tangible or
definable  consideration was paid for such awards. See SEC Release 33-6188,  SEC
Docket  Volume  19,  No.  7 at  482  (February  19,  1980).  In  addition,  such
transactions  did not  involve  a  public  offering  and were  therefore  exempt
pursuant to the provisions of Section 4(2) under the Act.

Item 8.  Exhibits.

Exhibit Number      Description

         5.1             Opinion of Jeffrey L. Dangeau, Esq.

        23.1             Consent of Independent Public Accountants.

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

        24               Power of Attorney (included on page II-6 of this
                         Registration Statement).

        99.1             Southwestern Energy Company 1993 Stock Incentive Plan,
                         as amended and restated as of February 18, 1998.

        99.2             Restricted Stock Agreement dated January 2, 1998, 
                         between Southwestern Energy Company and Alan H.
                         Stevens.

        99.3             Non-qualified    Stock   Option   and   Limited   Stock
                         Appreciation  Right  Certificate dated January 2, 1998,
                         between Southwestern Energy Company and Alan H.
                         Stevens.



                                      II-3

<PAGE>



Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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



                                      II-4

<PAGE>



         (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.

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


                                      II-5

<PAGE>



                                   SIGNATURES

        The  Registrant.  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 30th of
September, 1998.

                                                     SOUTHWESTERN ENERGY COMPANY


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

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below  constitutes  and  appoints  Charles E.  Scharlau  and Gregory 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>

<S>                                     <C>                                             <C>
Signature                               Title                                           Date

/s/ Charles E. Scharlau                 Chairman of the Board and                       September 30, 1998
--------------------------              Chief Executive Officer
Charles E. Scharlau                     (Principal Executive Officer)

/s/ Gregory D. Kerley
--------------------------              Senior Vice President--                         September 30, 1998
Gregory D. Kerley                       Finance and Chief Financial
                                        Officer (Principal Financial Officer)

/s/Stanley T. Wilson                    Controller and Chief Accounting                 September 30, 1998
-------------------------               Officer (Principal Accounting Officer)
Stanley T. Wilson                       




                                      II-6

<PAGE>


Signature                               Title                                           Date



/s/ Lewis E. Epley, Jr.                 Director                                        September 30, 1998
---------------------------------
Lewis E. Epley, Jr.


/s/ John Paul Hammerschmidt             Director                                        September 30, 1998
---------------------------
John Paul Hammerschmidt


/s/ Robert L. Howard                    Director                                        September 30, 1998
-------------------------------
Robert L. Howard


/s/ Kenneth R. Mourton                  Director                                        September 30, 1998
------------------------------
Kenneth R. Mourton


</TABLE>



                                      II-7
[{"type": "S-8", "sequence": "1", "description": "SWN 1993 STOCK INCENTIVE PLAN EMP STOCK OPTION", "secsgml_size_bytes": 46679}]
{"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": "333-64961", "film-number": "98718669"}, "business-address": {"street1": "1083 SAIN ST", "street2": "P O BOX 1408", "city": "FAYETTEVILLE", "state": "AR", "zip": "72702-1408", "phone": "5015211141"}, "former-company": {"former-conformed-name": "ARKANSAS WESTERN GAS CO", "date-changed": "19790917"}}
As filed with the Securities and Exchange Commission on September 30, 1998.
                                                           Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

              Southwestern Energy Company 1993 Stock Incentive Plan
              Employee Stock Option and Restricted Stock Agreements
                            (Full title of the plan)

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

                         CALCULATION OF REGISTRATION FEE

                                   Proposed    Proposed
                                   maximum     maximum           
Title of securities  Amount to be  offering    aggregate          Amount of
to be registered     registered    price per   offering         registration
                                    share       price              fee 
Common Stock,         616,480                                      
$.10 par value       shares(1)(2)    (3)     $6,000,449(3)        $1,771
===================  ============  =========  ==============  ==================

(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
indeterminable  number of additional  shares 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
Registrant's  Shareholder  Rights  Agreement,  dated May 5, 1989, with the First
National Bank of Chicago,  as Rights Agent. 
(3) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457. The Proposed Maximum Aggregate Offering Price is based
on an aggregate of (a) 100,000 shares  presently  subject to stock options at an
exercise  price of $11.9375  per share,  (b) 9,500 shares  presently  subject to
stock  options at an exercise  price of  $11.5625  per share,  (c) 1,500  shares
presently  subject to stock  options at an exercise  price of $11.375 per share,
(d) 20,000 shares  presently  subject to stock  options at an exercise  price of
$11.25 per share,  (e) 5,000  shares  presently  subject to stock  options at an
exercise price of $11.00 per share, (f) 1,400 shares presently  subject to stock
options at an exercise price of $10.8125 per share,  (g) 3,000 shares  presently
subject to stock  options at an exercise  price of $10.625 per share,  (h) 2,400
shares  presently  subject to stock options at an exercise price of $10.5625 per
share, (i) 6,000 shares presently  subject to stock options at an exercise price
of $9.1875 per share, (j) 7,000 shares presently  subject to stock options at an
exercise price of $9.4375 per share, (k) 400 shares  presently  subject to stock
options at an  exercise  price of $8.75 per share,  (l) 5,000  shares  presently
subject to stock options at an exercise price of $6.8125 per share,  and (m) the
average of the high and low prices  reported  on the New York Stock  Exchange on
September  28, 1998,  of $9.1563 per share with respect to up to 425,000  shares
issuable in connection with stock options and shares of restricted stock awarded
or to be awarded under the Southwestern Energy Company 1993 Stock Incentive Plan
and with respect to the  reofferings  or resales of 30,280  shares of restricted
stock previously awarded under certain restricted stock agreements.
STATEMENT OF INCORPORATION BY REFERENCE AND EXPLANATORY NOTE

         This  Registration  Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-89914, filed by
Southwestern  Energy  Company (the  "Company")  with the Securities and Exchange
Commission on May 15, 1996, relating to the Company's 1993 Stock Incentive Plan.
This Registration  Statement on Form S-8 registers an additional  425,000 shares
of the Company's  Common  Stock,  together  with related  Common Stock  purchase
rights,  which  may be  issued  under  the  terms of the  Company's  1993  Stock
Incentive  Plan,  161,200  shares of the Company's  Common Stock,  together with
related  Common Stock  purchase  rights,  which may be issued under the terms of
certain stock options agreements granted by the Company and 30,280 shares of the
Company's  Common Stock,  together with related  Common Stock  purchase  rights,
previously issued to certain  employees  pursuant to restricted stock agreements
and which may be resold by such employees  pursuant to the Prospectus filed as a
part of the Registration Statement.

         The  information  required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus to be used for offers and sales of the Company's Common
Stock covered by this Registration Statement has been omitted in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8. The  Prospectus  filed as a part of this  Registration  Statement (the
"Reoffer  Prospectus")  has been prepared in accordance with the requirements of
Part I of Form S-3  pursuant to the  Instructions  to Form S-8,  and the Reoffer
Prospectus may be used for reofferings and resales of the Company's Common Stock
described therein.
PROSPECTUS
                           Southwestern Energy Company
                          Common Stock ($.10 Par Value)
                   (and attached common stock purchase rights)

         This  Prospectus  relates to up to 1,830,280  shares (the  "Shares") of
Common Stock, par value $.10 per share, including attached common stock purchase
rights  (collectively,  the "Common Stock"),  of Southwestern Energy Company, an
Arkansas corporation (the "Company"), which may be offered for resale by certain
officers and employees of the Company (the "Selling Shareholders").  The Selling
Shareholders have acquired and/or may in the future acquire the Shares under the
Southwestern  Energy  Company  1993 Stock  Incentive  Plan (the "1993 Plan") and
certain stock option and restricted stock agreements (the "Agreements").

         It is anticipated that Selling  Shareholders will offer Shares for sale
at  prevailing  prices on the New York Stock  Exchange on the date of sale.  The
Company will  receive none of the proceeds  from the sale of the Shares that may
be offered hereby,  but may receive funds on the exercise of options pursuant to
which  the  Selling  Shareholders  may  acquire  the  Shares.  All  expenses  of
registration  incurred in  connection  herewith  are being borne by the Company,
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  executing  selling orders on
behalf of the Selling Shareholders may be deemed to be "underwriters" within the
meaning of the  Securities  Act, in which case any  commissions  received by any
such broker may be deemed to be  underwriting  commissions  under the Securities
Act of 1933, as amended (the "Securities Act").

         The  Company's  Common  Stock is listed on the New York Stock  Exchange
under the symbol "SWN." The last  reported  sale price of the  Company's  Common
Stock on the New York Stock Exchange on September 28, 1998, was $9.00.

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

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

                The date of this Prospectus is September 30, 1998
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  information   requirements  of  the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy and information  statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy and information statements and other information can be inspected
and copied at prescribed rates at the public reference facilities  maintained by
the  Commission  at its  principal  office  located at 450 Fifth  Street,  N.W.,
Washington,  D.C. 20549,  the Chicago Regional Office located at Suite 1400, 500
West Madison Street,  Chicago,  Illinois 60661, and the New York Regional Office
located at Suite 1300,  Seven World Trade Center,  New York, New York 10048. The
Commission  also  maintains a site on the World Wide Web that contains  reports,
proxy and information  statements and other information filed  electronically by
the  Company  with the  Commission  which can be accessed  over the  Internet at
http://www.sec.gov.  In addition,  such  material can be inspected and copied at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         1.       The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1997;

         2.       The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 1998, and June 30, 1998;

         3.       The Company's  Current Reports on Form 8-K dated May 22, 1998,
                  and May 27, 1998;

         4.       The Company's Registration Statement on Form 8-A dated October
                  23, 1981, as updated by the Company's  Current  Report on Form
                  8-K dated July 8, 1993; and

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

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

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

                                       -2-
TABLE OF CONTENTS

                                                                            Page
Use of Proceeds................................................................3
Selling Shareholders...........................................................3
Plan of Distribution...........................................................5
Experts........................................................................6
Legal Opinion..................................................................6
Indemnification................................................................6

                                 USE OF PROCEEDS

         Shares  sold  pursuant  to this  Prospectus  will  be  sold by  Selling
Shareholders  for their own accounts and they will receive all proceeds from any
such sale. The Company will receive none of the proceeds from any sale of Shares
offered  hereby but may receive  funds upon the  exercise of options  granted to
Selling  Shareholders  under the 1993 Plan and the Agreements.  The Company will
add any such funds to its  general  funds and use them for  working  capital and
general corporate purposes.

                              SELLING SHAREHOLDERS

         The Shares are being  registered  for  reoffers  and resales by Selling
Shareholders  who may acquire or have acquired such Shares pursuant to grants of
such Shares or pursuant to the exercise of stock  options  granted to them under
the 1993 Plan or the Agreements.  The purchase price for any Shares which may be
acquired  under an option granted under the 1993 Plan or the Agreements is equal
to the fair market  value of the  Company's  Common Stock on the date the option
was granted.  The Selling  Shareholders  named on the following table may resell
all, a portion of, or none of the Shares they acquire  pursuant to the 1993 Plan
or the Agreements. Key employees deemed to be "affiliates" of the Company within
the meaning of Rule 405 under the  Securities  Act 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 individuals  currently  holding options and/or shares of restricted
stock  under the 1993 Plan or the  Agreements  and who may be eligible to resell
Shares under this  Prospectus,  and the amounts of Shares eligible to be resold,
are as follows:

                                       -3-
Shares Eligible to
Selling Shareholder                                 Position with the Company                       be Reoffered
-------------------                                 -------------------------                       ------------
Charles E. Scharlau................ Chief Executive Officer and Chairman of the Board                 414,996(1)
Harold M. Korell................... President and Chief Operating Officer                             210,882(1)
Gregory D. Kerley.................. Senior Vice President and Chief Financial                         101,273(1)
                                     Officer
Debbie J. Branch................... Senior Vice President, Southwestern Energy Services                38,920(1)
                                     Company and Southwestern Energy
                                     Pipeline Company
Charles V. Stevens................. Senior Vice President, Arkansas Western Gas                        54,643(1)
                                     Company
Alan H. Stevens.................... Senior Vice President, Southwestern Energy                        138,000(2)
                                     Production Company and SEECO, Inc.
Teresa L. Baker.................... Senior Landman, Southwestern Energy Production                        240(3)
                                     Company
John W. Batson..................... Staff Geophysicist, Southwestern Energy                             1,000(3)
                                     Production Company
William K. Butler.................. Senior Production Engineer, Southwestern Energy                       420(3)
                                     Production Company
Alan R. Clemens.................... Staff Geophysicist, Southwestern Energy                             1,000(3)
                                     Production Company
Jimmy R. Dewbre.................... Land Manager, Southwestern Energy Production                        1,000(3)
                                     Company
Patrick T. Gordon.................. Senior Production Geologist, Southwestern Energy                      590(3)
                                     Production Company
Dale J. Kardash.................... District Engineer, Southwestern Energy Production                     590(3)
                                     Company
Karl A. Knudson.................... Senior Reservoir Engineer, Southwestern Energy                      1,000(3)
                                     Production Company
Richard F. Lane.................... Exploration Manager, Southwestern Energy                            1,820(3)
                                     Production Company
Richard C. Merrill................. Staff Exploration Geologist, Southwestern Energy                      750(3)
                                     Production Company
Freda R. O'Brien................... Staff Reservoir Engineer, Southwestern Energy                         750(3)
                                     Production Company
Robert C. Pace                      Staff Geologist, Southwestern Energy Production                     1,000(3)
                                     Company

                                                        -4-
Shares Eligible to
Selling Shareholder                                 Position with the Company                       be Reoffered
-------------------                                 -------------------------                       ------------
Phillip R. Shelby.................. Senior Production Geologist, Southwestern Energy                     420(3)
                                     Production Company
Joe A. Stubblefield................ Drilling Manager, Southwestern Energy Production                   1,500(3)
                                     Company
Elsie C. Sullivan.................. Staff Geologist, Southwestern Energy Production                    1,000(3)
                                     Company
Ricardo Vasquez.................... Staff Geologist, Southwestern Energy Production                      600(3)
                                     Company
Matt B. Williams................... Senior Geologist, Southwestern Energy Production                     600(3)
                                     Company
Daniel R. Zebrowski................ Staff Geophysicist, Southwestern Energy                            1,000(3)
                                     Production Company
(1) Represents shares of Common Stock which may be acquired upon the exercise of
options granted under the 1993 Plan and shares of restricted Common Stock issued
under the 1993 Plan.

(2)  Includes  20,000  shares of Common  Stock  which may be  acquired  upon the
exercise of options  granted  under the 1993 Plan,  3,000  shares of  restricted
Common Stock issued  under the 1993 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) Represents  shares of restricted  Common Stock issued pursuant to restricted
stock agreements.

                              PLAN OF DISTRIBUTION

         The Selling  Shareholders  have not advised the Company of any specific
plans for the distribution of Shares covered by this Prospectus but, if and when
such Shares are sold, it is  anticipated  that the Shares will be sold from time
to time primarily in  transactions  on the New York Stock Exchange at the market
price then prevailing. Sales also may be made through negotiated transactions or
otherwise,  at prices related to such prevailing  market price or otherwise.  If
Shares are sold through  brokers,  the Selling  Shareholders  may pay  customary
brokerage  commissions  and charges.  The Selling  Shareholders  may effect such
transactions   by  selling  Shares  to  or  through   broker-dealers   and  such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling  Shareholders and or the purchaser of the Shares so
sold for whom such  broker-dealers may act or to whom they may sell as principal
or both (which compensation, as to a particular broker-dealer,  may be in excess
of customary commissions).  The Selling Shareholders and any broker-dealers that
act in  connection  with  any  sale of  Shares  hereunder  may be  deemed  to be
"underwriters" within the meaning of 

                                       -5-
Section 2(11) of the Securities  Act, and any  commissions  received by them and
any profit on the resale of Shares as principal may be deemed to be underwriting
discounts and  commissions  under the  Securities  Act.  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.

         There can be no assurance that the Selling  Shareholders  will sell any
or all of the Shares offered by them hereby.

                                     EXPERTS

         The consolidated financial statements of the Company as of December 31,
1997,  and for each of the three years in the period  ended  December  31, 1997,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1997, incorporated by reference herein, have been audited by Arthur Andersen
LLP,  independent public accountants,  as indicated in their report with respect
thereto and are  incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.

                                  LEGAL OPINION

         Jeffrey L.  Dangeau,  Esq. has opined as to the validity of the Shares.
As of September 30, 1998, Mr. Dangeau beneficially owned 62,226 shares of Common
Stock,  including  4,653 shares granted under the 1993 Plan as restricted  stock
and  options to  purchase  51,109  shares  granted  under the 1993 Plan that are
expected to become exercisable at various times over a period not to exceed nine
years  beginning at the date of each grant,  but which would become  exercisable
immediately  upon a "change in control" of the  Company,  as defined in the 1993
Plan.

                                 INDEMNIFICATION

         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
                                       -6-
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.

         Section 4 of the 1993 Plan provides as follows:

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

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

                                       -7-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  heretofore  filed  by the  Company  with the
Securities  and  Exchange  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, 1997;

         (2)      The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 1998, and June 30, 1998;

         (3)      The Company's  Current Reports on Form 8-K dated May 22, 1998,
                  and May 27, 1998;

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

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

         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.

Item 5.  Interests of Named Experts and Counsel.

         Jeffrey L. Dangeau, Esq. has opined as to the validity of the Shares. 
As of September 30, 1998, Mr. Dangeau beneficially owned 62,226 shares of Common
Stock, including 4,653 shares

                                      II-1
granted  under the  Company's  1993 Stock  Incentive  Plan (the "1993  Plan") as
restricted  stock and options to purchase  51,109 shares  granted under the 1993
Plan that are expected to become  exercisable at various times over a period not
to exceed nine years beginning at the date of each grant, but which would become
exercisable immediately upon a "change in control" of the Company, as defined in
the 1993 Plan.

Item 6.  Indemnification of Directors and Officers.

         Section  4-27-850 of the Arkansas Code Annotated  provides that 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

                                      II-2
of the Company in the successful  defense of any action,  suit or proceeding) is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

Item 7.  Exemption from Registration Claimed.

         Prior to the  effectiveness of the initial filing of this  Registration
Statement,  options to purchase 161,200 shares of the Company's Common Stock and
30,280  restricted  shares of Common Stock were awarded  pursuant to the certain
stock option and restricted stock agreements in connection with the commencement
of employment  with the Company.  Registration of the shares of Common Stock was
not required  because the awards of such options and shares did not constitute a
"sale" for purposes of the  Securities  Act because no cash or other tangible or
definable  consideration was paid for such awards. See SEC Release 33-6188,  SEC
Docket  Volume  19,  No.  7 at  482  (February  19,  1980).  In  addition,  such
transactions  did not  involve  a  public  offering  and were  therefore  exempt
pursuant to the provisions of Section 4(2) under the Act.

Item 8.  Exhibits.

Exhibit Number      Description

         5.1             Opinion of Jeffrey L. Dangeau, Esq.

        23.1             Consent of Independent Public Accountants.

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

        24               Power of Attorney (included on page II-6 of this
                         Registration Statement).

        99.1             Southwestern Energy Company 1993 Stock Incentive Plan,
                         as amended and restated as of February 18, 1998.

        99.2             Restricted Stock Agreement dated January 2, 1998, 
                         between Southwestern Energy Company and Alan H.
                         Stevens.

        99.3             Non-qualified    Stock   Option   and   Limited   Stock
                         Appreciation  Right  Certificate dated January 2, 1998,
                         between Southwestern Energy Company and Alan H.
                         Stevens.

                                      II-3
Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

                                      II-4
(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.

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

                                      II-5
SIGNATURES

        The  Registrant.  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 30th of
September, 1998.

                                                     SOUTHWESTERN ENERGY COMPANY

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

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below  constitutes  and  appoints  Charles E.  Scharlau  and Gregory 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/ Charles E. Scharlau                 Chairman of the Board and                       September 30, 1998
--------------------------              Chief Executive Officer
Charles E. Scharlau                     (Principal Executive Officer)

/s/ Gregory D. Kerley
--------------------------              Senior Vice President--                         September 30, 1998
Gregory D. Kerley                       Finance and Chief Financial
                                        Officer (Principal Financial Officer)

/s/Stanley T. Wilson                    Controller and Chief Accounting                 September 30, 1998
-------------------------               Officer (Principal Accounting Officer)
Stanley T. Wilson                       

                                      II-6
Signature                               Title                                           Date

/s/ Lewis E. Epley, Jr.                 Director                                        September 30, 1998
---------------------------------
Lewis E. Epley, Jr.

/s/ John Paul Hammerschmidt             Director                                        September 30, 1998
---------------------------
John Paul Hammerschmidt

/s/ Robert L. Howard                    Director                                        September 30, 1998
-------------------------------
Robert L. Howard

/s/ Kenneth R. Mourton                  Director                                        September 30, 1998
------------------------------
Kenneth R. Mourton
II-7