FORM U-3A-2

File No. 69-248

SECURITIES & EXCHANGE COMMISSION
Washington, D.C.

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 U-3A-2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935. In support of such claim for exemption, the following information is submitted:

1. Southwestern Energy Company, an Arkansas corporation, is located at 2350 North Sam Houston Parkway East, Suite 300, Houston, Texas 77032. Southwestern Energy Company is a holding company with seven wholly owned subsidiaries. The wholly owned subsidiaries of the holding company are Arkansas Western Gas Company, an Arkansas utility; SEECO, Inc., an Arkansas based gas exploration and production company; Southwestern Energy Production Company (formerly Arkansas Western Production Company), an oil and gas exploration and production company with offices in Texas and Arkansas; Diamond "M" Production Company, a Texas based oil and gas exploration and production company; Southwestern Energy Services Company, an Oklahoma based gas marketing company; Southwestern Energy Pipeline Company, a corporation that owns a minority interest in the NOARK Pipeline System Limited Partnership (NOARK), (NOARK owns an interstate natural gas pipeline in Arkansas and Oklahoma); and A. W. Realty Company, an Arkansas real estate company which holds real estate interests. Overton Partners, L.L.C., is an Arkansas limited liability company owned by Southwestern Energy Production Company. Overton Partners, L.L.C., owns a majority interest in Overton Partners, L.P., a Texas limited partnership. The financial results of Overton Partners, L.P., are consolidated with the financial results for Southwestern Energy Company and its other subsidiaries. Arkansas Gas Gathering Company is a wholly owned subsidiary of SEECO, Inc., and is currently inactive.

The main location of Arkansas Western Gas Company is 1001 Sain Street, Fayetteville, Arkansas 72703. The main location of SEECO, Inc., Arkansas Gas Gathering Company, A. W. Realty Company, Overton Partners, L.L.C., and Overton Partners, L.P. is 1083 Sain Street, Fayetteville, Arkansas 72703. The main location of Southwestern Energy Production Company and Diamond "M" Production Company is 2350 North Sam Houston Parkway East, Suite 300, Houston, Texas 77032. The main location of Southwestern Energy Services Company and Southwestern Energy Pipeline Company is 5314 South Yale, Suite 710, Tulsa, Oklahoma 74135.

All of the Claimant's subsidiaries, with the exception of Diamond "M" Production Company, Overton Partners, L.P., and Overton Partners, L.L.C., are Arkansas corporations with Southwestern Energy Production Company being authorized to do business in Oklahoma, Texas, Colorado, Wyoming, Louisiana, North Dakota, South Dakota, Kansas, New Mexico, Mississippi and Nebraska. SEECO, Inc., has authority to operate only in Arkansas. Arkansas Western Gas Company is also authorized to do business in Missouri, although it has sold all of its Missouri operations effective May 31, 2000. Southwestern Energy Pipeline Company is also authorized to do business in Oklahoma. Southwestern Energy Services Company is also authorized to do business in Oklahoma, Louisiana and Texas. Diamond "M" Production Company is a

Delaware corporation authorized to do business in Texas. Overton Partners, L.L.C., is an Arkansas limited liability company authorized to do business in Arkansas and Texas. Overton Partners, L.P., is a Texas limited partnership authorized to do business in Texas.

2. Claimant, Southwestern Energy Company, is the parent company and owns beneficially and of record 100% of the issued and outstanding shares of stock of its seven corporate subsidiaries.

Arkansas Western Gas Company (AWG), Claimant's only public utility subsidiary, operates 5,198 miles of pipeline. This system is located entirely within the state of Arkansas and includes a gathering and storage system with 389 miles of pipeline, 986 miles of transmission pipeline and 3,823 miles of distribution pipeline.

AWG's northwest Arkansas gas utility system gathers its primary gas supply in Arkansas from the Arkoma Basin where it also provides distribution service to communities in that area, including the towns of Ozark and Clarksville. AWG's transmission and distribution lines extend north and supply communities in the northwest part of the state, including the towns of Fayetteville, Springdale and Rogers. AWG's service area also extends to the Harrison and Mountain Home areas. The section of the AWG system serving Harrison and Mountain Home receives a portion of its gas supply from a lateral line off of the Ozark Pipeline System.

AWG's northeast Arkansas gas utility system obtains its primary gas supply from interstate pipelines. Through its northeast Arkansas gas utility system, AWG provides distribution of natural gas to the major communities of Blytheville, Piggott and Osceola.

3. Arkansas Western Gas Company made gas sales for the 12 months ended December 31, 2002, as follows:

(a.)     Natural gas distributed at retail:

	Average
Utiltiy Sales	Customers	Mcf	Sales
Residential	120,315	9,014,629	$   63,892,490
Commercial	16,173	6,180,631	36,750,082
Industrial	194	1,509,322	7,782,211
Total	136,682	16,704,582	$ 108,424,783

(b.)     None.

(c.)     None.

(d.)     The public utility subsidiary purchased outside the state of Arkansas 3,742,791 Mcf of natural gas costing $12,389,355 and utilized the services of interstate pipelines to deliver the gas to its service territory or to storage facilities pending later delivery.

    4.   The Claimant holds no direct or indirect interest in an EWG or a foreign utility company.

EXHIBIT A

Consolidating Statements of Income and Surplus along with Consolidating Balance Sheets for the year ended December 31, 2002.

EXHIBIT B

Financial Data Schedule for the year ended December 31, 2002.

EXHIBIT C

The Claimant holds no direct or indirect interest in an EWG or a foreign utility company.

The above named Claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 28th day of February, 2003.

	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 AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2002
(in thousands)
								Southwestern		Diamond								Southwestern			Southwestern
		Southwestern		Arkansas				Energy		"M"		Overton		Overton		A.W.		Energy			Energy
		Energy		Western Gas				Production		Production		Partners		Partners		Realty		Pipeline			Services
		Company		Company		SEECO Inc.		Company		Company		L.P.		L.L.C.		Company		Company			Company		Eliminations				Consolidated
Operating Revenues:
	Gas sales	$	-	$	108,425	$	51,018	$	49,335	$	83	$	7,373	$	-	$	-	$	-		$	-	$	(18,126)	(a)	$	198,108
	Gas marketing		-		-		-		-		-		-		-		-		-			131,067		(89,358)	(a)		41,709
	Oil sales		-		-		-		11,331		2,563		446		-		-		-			-		-			14,340
	Gas transportation		-		5,131		-		-		-		-		-		-		-			-		-			5,131
	Other		-		2,294		58		-		-		-		-		448		-			-		(586)	(b)		2,214
			-		115,850		51,076		60,666		2,646		7,819		-		448		-			131,067		(108,070)			261,502
Operating Costs and Expenses:
	Gas purchases - utility		-		66,486		-		-		-		-		-		-		-			-		(18,098)	(a)(b)		48,388
	Gas purchases - marketing		-		-		-		-		-		-		-		-		-			127,284		(89,357)	(a)		37,927
	Operating and general		-		33,357		8,434		19,930		1,626		760		-		48		141			973		(669)	(b)		64,600
	Depreciation, depletion and amortization		-		6,115		19,407		24,748		749		2,775		-		90		3			105		-			53,992
	Taxes, other than income		-		2,329		951		6,481		167		130		-		(23)		2			53		-			10,090
			-		108,287		28,792		51,159		2,542		3,665		-		115		146			128,415		(108,124)			214,997
	Operating Income (Loss)		-		7,563		22,284		9,507		104		4,154		-		333		(146)			2,652		54			46,505
Interest Expense:
	Interest on long-term debt		21,664		-		-		-		-		-		-		-		-			-		-			21,664
	Intercompany interest		(4,301)		3,054		396		(464)		(127)		-		636		17		844			(55)		-			-
	Other interest charges		881		384		1		17		-		-		-		-		-			2		-			1,285
	Interest capitalized		-		(4)		(288)		(1,191)		-		-		-		-		-			-		-			(1,483)
			18,244		3,434		109		(1,638)		(127)		-		636		17		844			(53)		-			21,466
Other Income (Expense)			(33)		(139)		(41)		(10)		(54)		1		-		15		(251)			-		(54)	(b)(c)		(566)
Minority Interest - Partnership			-		-		-		1,454		-		-		-		-		-			-		-			1,454
Income (Loss) before Provision (Benefit) for Income Taxes			(18,277)		3,990		22,134		9,681		177		4,155		(636)		331		(1,241)			2,705		-			23,019
Provision (Benefit) for Income Taxes			(6,798)		1,476		8,768		4,555		62		-		-		130		(467)			982		-			8,708
	Net Income (Loss)	$	(11,479)	$	2,514	$	13,366	$	5,126	$	115	$	4,155	$	(636)	$	201	$	(774)		$	1,723	$	-		$	14,311
(a) To eliminate intercompany sales and purchases.  (b) To eliminate intercompany income and expense items.  (c) To eliminate intercompany dividends.																				Page 1 of 4					Exhibit A

SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
FOR THE YEAR ENDED DECEMBER 31, 2002
(in thousands)
								Southwestern		Diamond								Southwestern		Southwestern
		Southwestern		Arkansas				Energy		"M"		Overton		Overton		A.W.		Energy		Energy
		Energy		Western Gas				Production		Production		Partners		Partners		Realty		Pipeline		Services
		Company		Company		Seeco, Inc.		Company		Company		L.P.		L.L.C.		Company		Company		Company		Eliminations				Consolidated
Assets
Current Assets:
	Cash	$	2,754	$	595	$	(535)	$	(1,934)	$	(17)	$	826	$	-	$	-	$	-	$	1	$	-		$	1,690
	Accounts receivable		721		20,940		1,889		7,477		246		947		989		6		-		9,909		(1,009)	(d)		42,115
	Intercompany accounts receivable		4,376		-		11,882		10,038		2,440		(4)		(8,423)		(108)		(13,605)		3,475		(10,071)	(d)		-
	Income taxes receivable		-		-		-		-		-		-		-		-		-		-		-			-
	Inventories, at average cost		-		9,932		14,803		-		-		-		-		-		-		-		-			24,735
	Hedging asset		-		3,130		-		-		-		-		-		-		-		-		-			3,130
	Regulatory asset - hedging		-		-		-		-		-		-		-		-		-		-		-			-
	Other		2,802		1,243		(2)		424		(5)		-		-		3		-		3		-			4,468
Total Current Assets			10,653		35,840		28,037		16,005		2,664		1,769		(7,434)		(99)		(13,605)		13,388		(11,080)			76,138
Investments:
	Investment in subsidiaries, at cost		414,670		-		-		-		-		-		-		-		-		-		(414,670)	(e)		-
	Other		-		-		-		135		-		-		6,570		49		15,238		-		(6,705)	(d)		15,287
			414,670		-		-		135		-		-		6,570		49		15,238		-		(421,375)			15,287
Property, Plant and Equipment:
	Oil and gas properties, using the
	full cost method		-		-		308,316		686,422		7,445		28,117		-		-		-		-		-			1,030,300
	Gas utility system		-		197,473		-		-		-		-		-		-		-		-		-			197,473
	Gas in underground storage		-		16,347		16,048		-		-		-		-		-		-		-		-			32,395
	Other		17,714		1,086		620		5,530		-		-		-		6,052		-		389		-			31,391
			17,714		214,906		324,984		691,952		7,445		28,117		-		6,052		-		389		-			1,291,559
Less - Accumulated depreciation,
	depletion and amortization		13,618		90,317		186,242		356,792		6,307		4,747		-		1,071		-		304		-			659,398
			4,096		124,589		138,742		335,160		1,138		23,370		-		4,981	-			85		-			632,161
Other Assets			8,120		8,094		4,083		1,020		(21)		-		-		1		-		-		(4,721)	(f)		16,576
		$	437,539	$	168,523	$	170,862	$	352,320	$	3,781	$	25,139	$	(864)	$	4,932	$	1,633	$	13,473	$	(437,176)		$	740,162
(d) To eliminate intercompany amounts related to Overton Partners, L.P. activity. (e) To eliminate investments in subsidiaries. (f) To eliminate other intercompany deferred assets and liabilities.																				Page 2 of 4			Exhibit A

SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(in thousands)
								Southwestern		Diamond								Southwestern			Southwestern
		Southwestern		Arkansas				Energy		"M"		Overton		Overton		A.W.		Energy			Energy
		Energy		Western Gas				Production		Production		Partners		Partners		Realty		Pipeline			Services
		Company		Company		SEECO Inc.		Company		Company		L.P.		L.L.C.		Company		Company			Company		Eliminations				Consolidated
Liabilities & Shareholders' Equity
Current Liabilities:
	Accounts payable	$	8,405	$	4,415	$	3,854	$	8,939	$	257	$	1,551	$	-	$	-	$	-		$	3,469	$	(1,009)	(d)	$	29,881
	Taxes payable		2,163		2,176		673		(54)		-		-		-		86		-			169		-			5,213
	Interest payable		2,422		91		-		-		-		-		-		-		-			-		-			2,513
	Hedging liability		384		-		20,025		-		-		-		-		-		-			-		-			20,409
	Regulatory liability - hedging		-		3,130		-		-		-		-		-		-		-			-		-			3,130
	Deferred gas purchases		-		6,186		-		-		-		-		-		-		-			-		(489)	(f)		5,697
	Customer deposits		-		4,999		-		-		-		-		-		-		-			-		-			4,999
	Other		325		1,020		516		587		-		-		-		-		-			267		-			2,715
Total Current Liabilities			13,699		22,017		25,068		9,472		257		1,551		-		86		-			3,905		(1,498)			74,557
Long-Term Debt, less current
	portion		342,400		61,361		-		-		-		-		-		-		-			-		(61,361)	(e)		342,400
Other Liabilities:
	Deferred income taxes		(67,891)		20,908		60,203		89,512		(519)		-		-		685		10,394			2,012		-			115,304
	Deferred investment tax credits		-		1,287		-		-		-		-		-		-		-			-		-			1,287
	Long-term hedging liability		-		-		3,595		-		-		-		-		-		-			-		-			3,595
	Other		7,483		620		7,861		1,343		-		-		-		-		-			-		(4,231)	(f)		13,076
			(60,408)		22,815		71,659		90,855		(519)		-		-		685		10,394			2,012		(4,231)			133,262
Minority Interest - Partnership			-		-		-		12,455		-		-		-		-		-			-		-			12,455
Shareholders' Equity
	Common stock		2,774		24,214		8,244		1		-		-		1		1		2			2		(32,465)	(e)		2,774
	Additional paid-in capital		19,120		28,999		22,000		253,555		7,000		-		-		1,728		7,573			-		(320,845)	(e)		19,130
	Retained earnings		148,593		9,117		57,656		(14,018)		(2,957)		6,812		(865)		2,432		(16,336)			7,554		-			197,988
	Partnership capital		-		-		-		-		-		16,776		-		-		-			-		(16,776)	(d)		-
	Other comprehensive income		(3,593)		-		(13,765)		-		-		-		-		-		-			-		-			(17,358)
	Common stock in treasury, at cost		(19,981)		-		-		-		-		-		-		-		-			-		-			(19,981)
	Unamortized cost of restricted shares issued under stock incentive plan		(5,065)		-		-		-		-		-		-		-		-			-		-			(5,065)
			141,848		62,330		74,135		239,538		4,043		23,588		(864)		4,161		(8,761)			7,556		(370,086)			177,488
		$	437,539	$	168,523	$	170,862	$	352,320	$	3,781	$	25,139	$	(864)	$	4,932	$	1,633		$	13,473	$	(437,176)		$	740,162
(d) To eliminate intercompany amounts related to Overton Partners, L.P. activity.																				Page 3 of 4						Exhibit A
(e) To eliminate investments in subsidiaries.
(f) To eliminate other intercompany deferred assets and liabilities.

SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2002
(in thousands)
							Southwestern		Diamond								Southwestern		Southwestern
	Southwestern		Arkansas				Energy		"M"		Overton		Overton		A.W.		Energy		Energy
	Energy		Western Gas				Production		Production		Partners		Partners		Realty		Pipeline		Services
	Company		Company		SEECO Inc.		Company		Company		L.P.		L.L.C.		Company		Company		Company		Eliminations		Consolidated
RETAINED EARNINGS, beginning of year	$	160,072	$	6,603	$	44,290	$	(19,144)	$	(3,072)	$	2,657	$	(229)	$	2,231	$	(15,562)	$	5,831	$	-	$	183,677
Net income (loss)		(11,479)		2,514		13,366		5,126		115		4,155		(636)		201		(774)		1,723		-		14,311
Cash dividends		-		-		-		-		-		-		-		-		-		-		-		-
RETAINED EARNINGS, end of year	$	148,593	$	9,117	$	57,656	$	(14,018)	$	(2,957)	$	6,812	$	(865)	$	2,432	$	(16,336)	$	7,554	$	-	$	197,988
																		Page 4 of 4						Exhibit A

			Exhibit B
SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATING FINANCIAL DATA SCHEDULE
FOR THE YEAR ENDED DECEMBER 31, 2002
(in thousands)
Total Assets	$	740,162
Total Operating Revenues	$	261,502
Net Income	$	14,311