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)
12/08/2005

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	11/03/2005		A	V⁽¹⁾	30	A	$0⁽¹⁾	926,994⁽²⁾	D
Common Stock	12/08/2005		A		6,670	A	$0⁽³⁾	933,664⁽²⁾	D
Common Stock	12/12/2005		M		34,904	A	$2.865	968,568⁽²⁾	D
Common Stock	12/08/2005		J⁽⁴⁾		180.2469	A	$29.4243	11,659.3877⁽⁵⁾	I	By 401(k) plan
Common Stock								25,794.8632⁽⁶⁾	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)	$1.5							12/16/2000	12/16/2009	Common Stock	72,996		72,996⁽⁷⁾	D
Stock Options (Right to buy)	$1.8594							12/14/2001	12/14/2010	Common Stock	399,996		399,996⁽⁸⁾	D
Stock Options (Right to buy)	$5.285							12/10/2004	12/10/2013	Common Stock	127,280		127,280⁽⁹⁾	D
Stock Options (Right to buy)	$12.45							12/09/2005	12/09/2011	Common Stock	59,360		59,360⁽¹⁰⁾	D
Stock Options (Right to buy)	$35.49	12/08/2005		A		23,710		12/08/2006⁽¹¹⁾	12/08/2012	Common Stock	23,710	⁽³⁾	23,710	D
Stock Options (Right to buy)	$2.865	12/12/2005		M			34,904	12/11/2003	12/11/2012	Common Stock	34,904	$2.865	76,040⁽¹²⁾	D

Explanation of Responses:

1. Employee service award granted for 15 years of service with the Company.

2. On November 3, 2005, the common stock of Southwestern Energy Company split 2-for-1, resulting in the reporting person's acquisition of 463,482 additional shares of common stock.

3. Restricted stock and options granted in consideration of services as an officer.

4. Purchased through the Company's 401(k) plan from June 27, 2005, through November 29, 2005.

5. On November 3, 2005, the common stock of Southwestern Energy Company split 2-for-1, resulting in the reporting person's acquisition of 5,739.5704 additional shares of common stock indirectly owned by the reporting person through the Company's 401(k) plan.

6. On November 3, 2005, the common stock of Southwestern Energy Company split 2-for-1, resulting in the reporting person's acquisition of 12,897.4316 additional shares of common stock indirectly owned by the reporting person through the Company's Nonqualified Retirement Plan.

7. This option was previously reported as covering 36,498 shares at an exercise price of $3.00 per share, and has been adjusted as a result of a 2-for-1 stock split on November 3, 2005.

8. This option was previously reported as covering 99,999 shares at an exercise price of $7.4375 per share, and has been adjusted as a result of a 2-for-1 stock split on May 20, 2005, and a 2-for-1 stock split on November 3, 2005.

9. This option was previously reported as covering 31,820 shares at an exercise price of $21.14 per share, and has been adjusted as a result of a 2-for-1 stock split on May 20, 2005, and a 2-for-1 stock split on November 3, 2005.

10. This option was previously reported as covering 14,840 shares at an exercise price of $49.80 per share, and has been adjusted as a result of a 2-for-1 stock split on May 20, 2005, and a 2-for-1 stock slit on November 3, 2005.

11. 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.

12. This option was previously reported as covering 55,472 shares at an exercise price of $5.73 per share, and has been adjusted as a result of a 2-for-1 stock split on November 3, 2005.

	Melissa D. McCarty, Attorney-in-Fact	12/12/2005
	** 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.