Title of securities
to be registered

Amount to be
registered ^{(1) (2)}

Proposed
maximum
offering price
per share

Proposed
maximum
aggregate
offering price ⁽³⁾

Amount of
registration
fee

Common Stock,
$.10 par value

2,100,000 shares

⁽³⁾

$104,895,000

$12,346.15

(1)

The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 as filed with the SEC on February 25, 2004;

(2)

The Company's Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2004, June 30, 2004, and September 30, 2004, as filed with the SEC on April 29, 2004, July 29, 2004, and October 28, 2004, respectively;

(3)

The Company's Current Reports on Form 8-K dated January 7, 2004, February 11, 2004, February 19, 2004, March 3, 2004, March 9, 2003, March 25, 2004, April 20, 2004, April 29, 2004, May 4, 2004, June 3, 2004, June 7, 2004, June 30, 2004, July 8, 2004, July 23, 2004, July 29, 2004, July 30, 2004, August 2, 2004, August 17, 2004, August 18, 2004, September 2, 2004, September 21, 2004, September 22, 2004, October 27, 2004, October 28, 2004, November 1, 2004, November 30, 2004, December 9, 2004 and December 20, 2004;

(4)

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

(5)

The description of the common stock purchase rights contained in Amendment No. 1 to the Company's Registration Statement on Form 8-A dated April 26, 1999, as updated by Amendment No. 2 to our Registration Statement on Form 8-A filed April 12, 2002.

Exhibit Number

Description

4.1

Southwestern Energy Company 2004 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement dated March 29, 2004).

4.2

Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 20, 2004).

5.1

23.1

Consent of PricewaterhouseCoopers LLP.

23.2

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

24  

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

(a)

     The undersigned Registrant hereby undertakes:

(1)

     To file, during any period in which offers or sales are being made of the securities 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.

(b)

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

(c)

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

SOUTHWESTERN ENERGY COMPANY

By:         /s/ HAROLD M. KORELL                        

Harold M. Korell

President, Chairman and

Chief Executive Officer

Signature

Title

Date

/s/ HAROLD M. KORELL                      

President, Chairman, Chief Executive

December 29, 2004

Harold M. Korell

Officer and Director

(Principal Executive Officer)

/s/ GREG D. KERLEY                             

Executive Vice President and

December 29, 2004

Greg D. Kerley

Chief Financial Officer

(Principal Financial Officer)

/s/ STANLEY T. WILSON                      

Controller and Chief Accounting

December 29, 2004

Stanley T. Wilson

Officer (Principal Accounting Officer)

/s/ LEWIS E. EPLEY, JR.                         

Director

December 29, 2004

Lewis E. Epley, Jr.

/s/ JOHN PAUL HAMMERSCHMIDT    

Director

December 29, 2004

John Paul Hammerschmidt

/s/ ROBERT L. HOWARD                       

Director

December 29, 2004

Robert L. Howard

/s/ VELLO A. KUUSKRAA                     

Director

December 29, 2004

Vello A. Kuuskraa

/s/ KENNETH R. MOURTON                 

Director

December 29, 2004

Kenneth R. Mourton

/s/ CHARLES E. SCHARLAU                  

Director

December 29, 2004

Charles E. Scharlau

Exhibit Number

Description

4.1

Southwestern Energy Company 2004 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement dated March 29, 2004).

4.2

Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 20, 2004).

5.1

23.1

Consent of PricewaterhouseCoopers LLP.

23.2

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

24  

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