FORM U-3A-2/A

                                 File No. 69-248

                        SECURITIES & EXCHANGE COMMISSION
                                Washington, D.C.

          Amendment to Statement by Holding Company Claiming Exemption
                  Under Rule U-3A-2 from the Provisions of the
                   Public Utility Holding Company Act of 1935

SOUTHWESTERN  ENERGY  COMPANY  hereby  files  with  the  Securities  &  Exchange
Commission, pursuant to Rule 2, an amendment to its statement filed February 27,
2002 claiming  exemption as a holding  company from the provisions of the Public
Utility Holding Company Act of 1935. The following amended Section 3 information
is submitted:

     3.  Arkansas  Western  Gas Company  made gas sales for the 12 months  ended
         December 31, 2001, as follows:

         (a)      Natural gas distributed at retail:


                           Average
         Utility Sales    Consumers        Mcf             Sales
         -------------    ---------    ------------    --------------
                                              
         Residential       117,765       8,442,456      $ 77,061,157
         Commercial         16,017       6,070,642        47,947,486
         Industrial            215       2,486,199        15,339,773
                          ---------    ------------    --------------

             Total         133,997      16,999,297      $140,348,416
                          =========    ============    ==============


         (b)      None.

         (c)      None.

         (d)      The public utility  subsidiary  purchased outside the state of
                  Arkansas 5,776,061 Mcf of natural gas costing  $33,651,041 and
                  utilized the services of  interstate  pipelines to deliver the
                  gas to its service territory or to storage  facilities pending
                  later delivery.



                                     - 2 -

The above named  Claimant has caused this  statement to be duly  executed on its
behalf by its authorized officer on this 24th day of April, 2002.

                                                    SOUTHWESTERN ENERGY COMPANY



                                                    By:   /s/ GREG D. KERLEY
                                                    ---------------------------
                                                           Greg D. Kerley
                                                      Executive Vice President
                                                    and Chief Financial Officer

ATTEST:



    /s/ MARK K. BOLING
----------------------------
      Mark K. Boling
        Secretary




Notices and correspondence concerning this statement should be addressed to:
      Greg D. Kerley, Executive Vice President and Chief Financial Officer
      Southwestern Energy Company
      2350 North Sam Houston Parkway East, Suite 300
      Houston, Texas 77032



Southwestern Energy Company
P.O. Box 1408
Fayetteville, AR 72702-1408



April 24, 2002

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

Gentlemen:

Enclosed is an amendment to Form U-3A-2, Statement by Holding Company
Claiming Exemption Under Rule U-3A-2 from the Provisions of the
Public Utility Holding Company Act of 1935. This Form U-3A-2/A
amends Section 3 of the Form U-3A-2 filed on February 27, 2002.

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

Sincerely,




Stan Wilson
Controller