SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KERLEY GREGORY D

(Last)

(First)

(Middle)

2350 N. SAM HOUSTON PARKWAY EAST

SUITE 300

(Street)

HOUSTON

77032

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTHWESTERN ENERGY CO [ SWN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/09/2004		A		4,580	A	$0⁽¹⁾	156,171	D
Common Stock	12/09/2004		J⁽²⁾		82.3708	A	$42.3	2,787.787	I	By 401(k) plan
Common Stock	12/09/2004		J⁽³⁾		61.9054	A	$0	6,354.6605	I	By Nonqualified Retirement Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$6							12/16/2000	12/16/2009	Common Stock	68,250		68,250	D
Stock Options (Right to buy)	$7.3125							09/11/1999	09/11/2008	Common Stock	15,674		15,674	D
Stock Options (Right to buy)	$7.4375							12/14/2001	12/14/2010	Common Stock	100,000		100,000	D
Stock Options (Right to buy)	$9.64							12/20/2002	12/20/2011	Common Stock	18,750		18,750	D
Stock Options (Right to buy)	$11.46							12/11/2003	12/11/2012	Common Stock	49,330		49,330	D
Stock Options (Right to buy)	$12.5							12/17/1998	12/17/2007	Common Stock	11,100		11,100	D
Stock Options (Right to buy)	$13.375							12/08/1996	12/08/2005	Common Stock	3,750		3,750	D
Stock Options (Right to buy)	$14.125							02/27/1997	02/27/2007	Common Stock	200		200	D
Stock Options (Right to buy)	$14.75							12/11/1997	12/11/2006	Common Stock	4,500		4,500	D
Stock Options (Right to buy)	$21.14							12/10/2004	12/10/2013	Common Stock	31,820		31,820	D
Stock Options (Right to buy)	$49.8	12/09/2004		A		14,840		12/09/2005⁽⁴⁾	12/09/2011	Common Stock	14,840	$0⁽¹⁾	14,840	D

Explanation of Responses:

1. Granted in consideration of services as an officer.

2. Purchased through the Company's 401(k) plan from 8/27/04 thru 11/24/04.

3. Purchased through the Company's Nonqualified Retirement Plan from 8/27/04 thru 11/24/04.

4. Option becomes exercisable in three equal annual installments beginning on the first anniversary of the grant date specified in Column 3 or immediately upon a change in control.

	Melissa D. McCarty, Attorney-in-Fact	12/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.