S-8

As filed with the Securities and Exchange Commission on December 29, 2004.
Registration No. 333-
UNITED STATES
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 incorporation or organization)	(I.R.S. employer identification no.)
2350 N. Sam Houston Parkway East
Suite 300
Houston, Texas 77032
(Address of principal executive offices including zip code)
Southwestern Energy Company 2004 Stock Incentive Plan
(Full title of the plan)
Mark K. Boling
2350 N. Sam Houston Parkway East
Suite 300
Houston, Texas 77032
(281) 618-4700
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

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⁾ Pursuant to Rule 416, this Registration Statement also covers such indeterminable number of additional shares of common stock 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 Amended and Restated Rights Agreement, dated April 12, 1999, with First Chicago Trust Company of New York, as Rights Agent, as amended.
⁽³⁾ Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 based on the average of the high and low sale prices reported on the New York Stock Exchange on December 29, 2004, of $49.95 per share.

EXPLANATORY NOTE

     The Registrant has filed this Registration Statement on Form S-8 to register 2,100,000 shares of common stock, $.10 par value per share ("Common Stock"), issuable pursuant to the 2004 Employee Incentive Compensation Plan (the "Plan").  Pursuant to the Note to Part I of Form S-8, the information relating to the Plan specified by Part I of Form S-8 has been omitted.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents which have been filed by Southwestern Energy Company (the "Company") with the Securities and Exchange Commission (the "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, 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.

     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.

     Certain legal matters concerning the shares of the Company's common stock will be passed upon for the Company by Conner & Winters, P.L.L.C. ("Conner & Winters"). Attorneys at Conner & Winters beneficially own an aggregate of 1,300 shares of the Company's common stock.

Item 6. Indemnification of Directors and Officers.

     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 ag ent 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 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.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

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).
4.3	Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 20, 2004).
4.4	Form of Non-Qualified Stock Option Agreement for non-employee directors (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 20, 2004).
4.5	Form of Non-Qualified Stock Option Agreement.
5.1	Opinion of Conner & Winters, P.L.L.C.
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).

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 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 whethe r 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.

SIGNATURES

     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 Houston, State of Texas on the 29^th day of December, 2004.

SOUTHWESTERN ENERGY COMPANY
By:         /s/ HAROLD M. KORELL
	Harold M. Korell
	President, Chairman and
	Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Harold M. Korell and Greg D. Kerley, and 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/ 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 INDEX

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).
4.3	Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 20, 2004).
4.4	Form of Non-Qualified Stock Option Agreement for non-employee directors (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 20, 2004).
4.5	Form of Non-Qualified Stock Option Agreement.
5.1	Opinion of Conner & Winters, P.L.L.C.
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).

EX-4

SOUTHWESTERN ENERGY COMPANY

NON-QUALIFIED STOCK OPTION

(Not Transferable)

    THIS CERTIFIES, that SOUTHWESTERN ENERGY COMPANY, an Arkansas corporation (the "Company"), has, as of the ___ day of _________,         , granted to ____________________ (the "Participant"), a Non-Qualified Stock Option to purchase ______ shares (the "Optioned Shares") of the Company's Common Stock ($.10 par value) ("Company Stock") on the terms and conditions of the SOUTHWESTERN ENERGY COMPANY 2004 STOCK INCENTIVE PLAN, as may be amended from time to time (the "Plan").

    This Non-Qualified Stock Option is granted under and pursuant to the Plan and is subject to the conditions and limitations set forth in the Plan as the same may be amended from time to time. All of the terms and provisions of the Plan, as amended from time to time, are incorporated herein by reference and nothing herein contained shall be deemed to vary or be given effect as modifying the terms of the Plan.

    Except as otherwise provided in the Plan, this Non-Qualified Stock Option shall be exercisable only in accordance with the provisions of this Certificate and the Plan.

    The exercise price of the Optioned Shares shall be $______ per share.

    This Non-Qualified Stock Option is not transferable except by will or the laws of descent and distribution.

    This Non-Qualified Stock Option shall be exercisable in whole or in part; provided, that no partial exercise shall be for an aggregate exercise price of less than $1,000. The partial exercise of this Non-Qualified Stock Option shall not cause the expiration, termination or cancellation of the remaining portion hereof.

    This Non-Qualified Stock Option shall be exercised by delivering notice to the Company's principal office, to the attention of its Secretary, no less than one business day in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Certificate, shall specify the number of Optioned Shares with respect to which this Non-Qualified Stock Option is being exercised and the effective date of the proposed exercise and shall be signed by the Participant. The Participant may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise.

    Payment for Optioned Shares purchased upon the exercise of this Non-Qualified Stock Option shall be made on the effective date of such exercise in accordance with the terms of the Plan.

    THIS NON-QUALIFIED STOCK OPTION SHALL FIRST BECOME EXERCISABLE WITH RESPECT TO THE FOLLOWING PERCENTAGE OF THE TOTAL SHARES SUBJECT HERETO ON THE FOLLOWING DATES:

-MORE-

Percentage of Total Shares First Date on Which Such Percentage of Total Shares Becomes Exercisable

    THIS NON-QUALIFIED STOCK OPTION SHALL BECOME FULLY VESTED AT THE EARLIER OF ______________ ____ OR UPON THE PARTICIPANT'S RETIREMENT PROVIDED PARTICIPANT HAS REACHED NORMAL RETIREMENT AGE (SIXTY-FIVE (65)), AS DEFINED IN THE SOUTHWESTERN ENERGY COMPANY PENSION PLAN. PROVIDED, HOWEVER, UPON THE OCCURRENCE OF A CHANGE IN CONTROL, IF AND TO THE EXTENT IT STILL IS OUTSTANDING, THIS NON-QUALIFIED STOCK OPTION SHALL BECOME FULLY AND IMMEDIATELY EXERCISABLE AND SHALL REMAIN EXERCISABLE UNTIL ITS EXPIRATION, TERMINATION OR CANCELLATION PURSUANT TO THE TERMS OF THE PLAN.

    THIS NON-QUALIFIED STOCK OPTION SHALL EXPIRE AND BE VOID AND SHALL NOT BE EXERCISABLE AFTER THE EXPIRATION OF SEVEN (7) YEARS FROM THE DATE AS OF WHICH IT WAS GRANTED AND MAY BE EXERCISED ONLY IN THE MANNER PROVIDED IN THE PLAN. THIS NON-QUALIFIED STOCK OPTION SHALL BE SUBJECT TO EARLIER TERMINATION, EXPIRATION OR CANCELLATION AS PROVIDED IN THE PLAN.

    Pursuant to Sections 6(e)(2) and 6(e)(3) of the Plan, and notwithstanding anything to the contrary contained in this Certificate concerning the effect of termination of employment, if Participant's employment with Southwestern terminates for death, disability, or retirement, the Non-Qualified Stock Option granted hereunder shall remain exercisable until the first anniversary of such termination; provided, however, that no Non-Qualified Stock Option shall be exercisable after the expiration of its original term.

    By accepting this Certificate, the Participant agrees to all of the terms and conditions of the Plan as the same may be amended from time to time, and acknowledges that the Participant may review a complete copy of the Plan, which is on file in the office of the Secretary of Southwestern Energy Company, 2350 N. Sam Houston Parkway East, Suite 300, Houston, TX 77032.

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    IN WITNESS WHEREOF, the Company has issued this Non-Qualified Stock Option Certificate by its undersigned duly authorized officer as of the ____ day of _____________,         .

	SOUTHWESTERN ENERGY COMPANY
ATTEST: (Seal)	By: _______________________________
	Chairman and Chief Executive Officer
By: ______________________________________	_______________________________
	(Participant)

EX-5

CONNER & WINTERS, P.L.L.C.
LAWYERS

100 WEST CENTER
SUITE 200
FAYETTEVILLE, ARKANSAS 72701
(479) 582-5711
FAX (479) 587-1426

December 29, 2004

Southwestern Energy Company
2350 N. Sam Houston Parkway East
Suite 300
Houston, TX 77032

            Re: Registration Statement on Form S-8

Ladies and Gentlemen:

            We have acted as counsel to Southwestern Energy Company, an Arkansas corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of the Registration Statement on Form S-8 (the "Registration Statement") relating to an aggregate of up to 2,100,000 shares of the common stock, par value $0.10 per share, of the Company (the "Shares") which may be issued from time to time pursuant to the Company's 2004 Stock Incentive Plan (the "Plan").

            In rendering the following opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. In this connection, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We have also assumed that the consideration to be received by the Company for each of the Shares upon issuance will equal or exceed the par value per share of the common stock of the Company.

            Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Plan and the applicable authorized forms of agreement thereunder, will be validly issued, fully paid and nonassessable.

            We are members of the bar of the State of Arkansas. Our opinion expressed above is limited to the laws of the State of Arkansas and the federal laws of the United States of America, and we do not express any opinion herein concerning the laws of any other jurisdiction.

            We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in a category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ Conner & Winters, P.L.L.C.

EX-23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 9, 2004 relating to the financial statements, which is included in Southwestern Energy Company's Annual Report on Form 10-K for the year ended December 31, 2003.

/s/ PricewaterhouseCoopers LLP

Tulsa, Oklahoma

December 29, 2004