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 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information:

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 eight direct, wholly-owned subsidiaries. (1) Arkansas Western Gas Company, an Arkansas utility; (2) SEECO, Inc., a natural gas exploration and production company with offices in Arkansas; (3) Southwestern Energy Production Company, an oil and gas exploration and production company with offices in Texas and Arkansas; (4) Diamond "M" Production Company, an oil and natural gas exploration and production company with offices in Texas; (5) Southwestern Energy Services Company, a gas marketing company with offices in Oklahoma; (6) Southwestern Energy Pipeline Company, which holds a minority interest in the NOARK Pipeline System Limited Partnership (an interstate natural gas pipeline in Arkansas and Oklahoma); (7) A. W. Realty Company, a real estate holding company with offices in Arkansas; and (8) DeSoto Gathering Company, L.L.C., a newly formed entity which has no operations. The Claimant's indirect subsidiaries are: Overton Partners, L.L.C., which owns a majority interest in Overton Partners, L.P., a Texas limited partnership, and has offices in Texas; PV Exploration Company, a wholly owned subsidiary of SEECO, Inc., with offices in Arkansas that explores for natural gas; Certified Title Company, a wholly owned subsidiary of SEECO, Inc., with offices in Arkansas that performs title services; Arkansas Gas Gathering Company, a wholly owned subsidiary of SEECO, Inc., 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. The main location of PV Exploration Company is 1083 Sain Street, Fayetteville, Arkansas 72703. The main location of Certified Title Company is 1083 Sain Street, Fayetteville, Arkansas 72703.

   All of the Claimant's subsidiaries, with the exception of Diamond "M" Production Company, Overton Partners, L.P., Overton Partners, L.L.C., and DeSoto Gathering Company, 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 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. DeSoto Gathering Company, L.L.C., is an Arkansas limited liability company authorized to do business in Arkansas.

2. Arkansas Western Gas Company (AWG), Claimant's only public utility subsidiary, operates 5,416 miles of pipeline. This system is located entirely within the state of Arkansas and includes a gathering and storage system with 392 miles of pipeline, 1,032 miles of transmission pipeline and 3,992 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. (a) Arkansas Western Gas Company made retail natural gas sales of 15,490,389 Mcf for the 12 months ended December 31, 2004.

   (b) None.

   (c) None.

   (d) Arkansas Western Gas Company purchased 4,129,110 Mcf of natural gas outside the state of Arkansas.

4. The Claimant does not hold a direct or indirect interest in any EWG or foreign utility company.

EXHIBIT A

Consolidating Statements of Income and Surplus along with Consolidating Balance Sheets for the year ended December 31, 2004.

EXHIBIT B

The Claimant holds no direct or indirect interest in any EWG or 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, 2005.

		SOUTHWESTERN ENERGY COMPANY
		By: /s/ GREG D. KERLEY
			Greg D. Kerley
			Executive Vice President
			and Chief Financial Officer
ATTEST:
By:  /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, 2004
	(in thousands)
							Southwestern		Diamond												Southwestern		Southwestern
	Southwestern		Arkansas				Energy		"M"		Overton		Overton		PV		Certified		A.W.		Energy		Energy
	Energy		Western Gas				Production		Production		Partners		Partners		Exploration		Title		Realty		Pipeline		Services
	Company		Company		SEECO, Inc.		Company		Company		L.P.		L.L.C.		Company		Company		Company		Company		Company		Eliminations			Consolidated
Operating Revenues:
Gas sales	$	-	$	145,521	$	81,315	$	175,429	$	180	$	6,019	$	-	$	-	$	-	$	-	$	-	$	-	$	(33,004)	(a)	$	375,460
Gas marketing		-		-		-		-		-		-		-		-		-		-		-		314,977		(249,850)	(a)		65,127
Oil sales		-		-		-		15,232		3,994		235		-		-		-		-		-		-		-			19,461
Gas transportation		-		4,950		-		-		-		-		-		-		-		-		-		-		-			4,950
Other		-		1,978		4,506		-		14		-		-		-		-		6,249		-		-		(608)	(b)		12,139
		-		152,449		85,821		190,661		4,188		6,254		-		-		-		6,249		-		314,977		(283,462)			477,137
Operating Costs and Expenses:
Gas purchases - utility		-		97,274		-		-		-		-		-		-		-		-		-		-		(32,963)	(a) (b)		64,311
Gas purchases - marketing		-		-		-		-		-		-		-		-		-		-		-		310,654		(249,850)	(a)		60,804
Operating and general		-		37,457		11,301		26,425		2,018		537		-		-		40		77		130		994		(748)	(b)		78,231
Depreciation, depletion and
amortization		-		6,592		21,292		43,685		792		1,111		-		-		44		90		1		67		-			73,674
Taxes, other than income		-		2,610		1,320		13,443		235		93		-		-		3		9		6		111		-			17,830
		-		143,933		33,913		83,553		3,045		1,741		-		-		87		176		137		311,826		(283,561)			294,850
Operating Income (Loss)		-		8,516		51,908		107,108		1,143		4,513		-		-		(87)		6,073		(137)		3,151		99			182,287
Interest Expense:
Interest on long-term debt		18,335		-		-		-		-		-		-		-		-		-		-		-		-			18,335
Intercompany interest		(11,936)		4,237		1,639		5,252		(238)		-		152		-		-		(255)		800		349		-			-
Other interest charges		1,198		231		6		25		-		-		-		-		-		-		-		1		-			1,461
Interest capitalized	-			(7)		(1,475)		(1,322)		-		-		-		-		-		-		-		-		-			(2,804)
	7,597			4,461		170		3,955		(238)		-		152		-		-		(255)		800		350		-			16,992
Other Income (Expense)	92			33		26		11		-		-		-		(1)		-		9		(433)		-		(99)	(b) (c)		(362)
Minority Interest - Partnership	-			-		-		(1,579)		-		-		-		-		-		-		-		-		-			(1,579)
Income (Loss) before Provision (Benefit)
for Income Taxes		(7,505)		4,088		51,764		101,585		1,381		4,513		(152)		(1)		(87)		6,337		(1,370)		2,801		-			163,354
Provision (Benefit) for Income Taxes	(2,610)			1,471		20,304		37,175		484		-		-		-		(34)		2,485		(520)		1,023		-			59,778
Net Income (Loss)	$	(4,895)	$	2,617	$	31,460	$	64,410	$	897	$	4,513	$	(152)	$	(1)	$	(53)	$	3,852	$	(850)	$	1,778	$	-		$	103,576
(a) To eliminate intercompany sales and purchases.
(b) To eliminate intercompany income and expense items.
(c) To eliminate intercompany dividends.

	SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
	CONSOLIDATING BALANCE SHEET
	DECEMBER 31, 2004
	(in thousands)
							Southwestern		Diamond												Southwestern		Southwestern
	Southwestern		Arkansas				Energy		"M"		Overton		Overton		PV		Certified		A.W.		Energy		Energy
	Energy		Western Gas				Production		Production		Partners		Partners		Exploration		Title		Realty		Pipeline		Services
	Company		Company		SEECO, Inc.		Company		Company		L.P.		L.L.C.		Company		Company		Company		Company		Company		Eliminations			Consolidated
Assets
Current Assets:
Cash	$	2,245	$	668	$	(699)	$	(1,564)	$	-	$	585	$	-	$	-	$	-	$	-	$	-	$	-	$	-		$	1,235
Accounts receivable		150		34,918		3,747		16,155		489		974		763		2		-		-		-		29,070		-			86,268
Intercompany accounts receivable		148,942		-		(35,222)		(104,048)		4,481		-		(676)		-		(481)		9,144		(14,416)		(7,724)		-			-
Inventories, at average cost		-		15,181		16,495		572		-		-		-		-		-		-		-		-		-			32,248
Hedging asset		-		-		1,205		-		-		-		-		-		-		-		-		-		-			1,205
Other		3,826		2,207		3,852		14		(1)		-		-		-		-		-		-		131		-			10,029
Total Current Assets		155,163		52,974		(10,622)		(88,871)		4,969		1,559		87		2		(481)		9,144		(14,416)		21,477		-			130,985
Investments:
Investment in subsidiaries, at cost		427,311		-		-		-		-		-		-		-		-		-		-		-		(427,311)	(e)		-
Other		-		-		-		1,553		-		-		(1,552)		-		-		49		15,416		-		(1)	(d)		15,465
		427,311		-		-		1,553		-		-		(1,552)		-		-		49		15,416		-		(427,312)			15,465
Property, Plant and Equipment:
Oil and gas properties, using the
full cost method		-		-		423,700		1,023,314		7,610		28,454		-		313		433		-		-		-		-			1,483,824
Gas utility system		-		207,447		-		-		-		-		-		-		-		-		-		-		-			207,447
Gas in underground storage		-		18,905		13,349		-		-		-		-		-		-		-		-		-		-			32,254
Other		21,619		1,794		3,544		6,051		68		-		-		-		7		4,337		-		400		-			37,820
		21,619		228,146		440,593		1,029,365		7,678		28,454		-		313		440		4,337		-		400		-			1,761,345
Less - Accumulated depreciation,
depletion and amortization		12,776		98,899		226,730		422,062		7,917		7,153		-		-		44		1,249		-		359		-			777,189
		8,843		129,247		213,863		607,303		(239)		21,301		-		313		396		3,088		-		41		-			984,156
Other Assets		8,584		1,992		4,357		605		-		-		-		-		-		-		-		-		-			15,538
	$	599,901	$	184,213	$	207,598	$	520,590	$	4,730	$	22,860	$	(1,465)	$	315	$	(85)	$	12,281	$	1,000	$	21,518	$	(427,312)		$	1,146,144
(d) To eliminate intercompany amounts related to Overton Partners, L.P. activity.
(e) To eliminate investments in subsidiaries.

	SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
	CONSOLIDATING BALANCE SHEET
	DECEMBER 31, 2004
	(in thousands)
							Southwestern		Diamond												Southwestern		Southwestern
	Southwestern		Arkansas				Energy		"M"		Overton		Overton		PV		Certified		A.W.		Energy		Energy
	Energy		Western Gas				Production		Production		Partners		Partners		Exploration		Title		Realty		Pipeline		Services
	Company		Company		SEECO, Inc.		Company		Company		L.P.		L.L.C.		Company		Company		Company		Company		Company		Eliminations			Consolidated
Liabilities & Shareholders' Equity
Current Liabilities:
Accounts payable	$	28,069	$	5,209	$	10,578	$	29,217	$	-	$	1,172	$	-	$	-	$	-	$	-	$	-	$	7,341	$	-		$	81,586
Taxes payable		1,480		3,095		1,017		1,736		-		-		-		-		-		44		-		1,961		-			9,333
Interest payable		2,284		50		-		-		-		-		-		-		-		-		-		-		-			2,334
Hedging liability		-		1,439		28,447		-		-		-		-		-		-		-		-		-		-			29,886
Deferred gas purchases		-		1,412		-		-		-		-		-		-		-		-		-		-		-			1,412
Customer deposits		-		5,903		-		-		-		-		-		-		-		-		-		-		-			5,903
Other		460		1,095		-		1,504		-		-		-		-		3		-		-		184		-			3,246
Total Current Liabilities		32,293		18,203		40,042		32,457		-		1,172		-		-		3		44		-		9,486		-			133,700
Long-Term Debt, less current portion		325,000		74,002		-		-		-		-		-		-		-		-		-		-		(74,002)	(e)		325,000
Other Liabilities:
Deferred income taxes		(14,507)		23,975		38,214		141,846		(853)		-		-		-		(34)		2,925		10,563		1,024		-			203,153
Deferred investment tax credits		-		843		-		-		-		-		-		-		-		-		-		-		-			843
Long-term hedging liability		-		-		5,798		-		-		-		-		-		-		-		-		-		-			5,798
Other		5,513		819		3,396		8,386		-		-		-		-		-		-		-		-		-			18,114
		(8,994)		25,637		47,408		150,232		(853)		-		-		-		(34)		2,925		10,563		1,024		-			227,908
Minority Interest - Partnership		-		-		-		11,859		-		-		-		-		-		-		-		-		-			11,859
Shareholders' Equity
Common stock		3,724		24,214		8,244		1		-		-		2		-		(1)		1		2		-		(32,464)	(e)		3,723
Additional paid-in-capital		128,743		29,000		21,684		253,556		7,001		-		-		316		-		1,727		7,572		-		(320,846)	(e)		128,753
Retained earnings		135,625		13,157		109,145		76,464		(1,418)		17,554		(1,467)		(1)		(53)		7,584		(17,137)		11,008		-			350,461
Partnership capital		-		-		-		(4,134)		-		4,134		-		-		-		-		-		-		-			-
Other comprehensive income		(1,046)		-		(18,925)		155		-		-		-		-		-		-		-		-		-			(19,816)
Common stock in treasury, at cost		(9,156)		-		-		-		-		-		-		-		-		-		-		-		-			(9,156)
Unamortized cost of restricted shares
issued under stock incentive plan		(6,288)		-		-		-		-		-		-		-		-		-		-		-		-			(6,288)
		251,602		66,371		120,148		326,042		5,583		21,688		(1,465)		315		(54)		9,312		(9,563)		11,008		(353,310)			447,677
	$	599,901	$	184,213	$	207,598	$	520,590	$	4,730	$	22,860	$	(1,465)	$	315	$	(85)	$	12,281	$	1,000	$	21,518	$	(427,312)		$	1,146,144
(d) To eliminate intercompany amounts related to Overton Partners, L.P. activity.
(e) To eliminate investments in subsidiaries.

	SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
	CONSOLIDATING STATEMENT OF RETAINED EARNINGS
	FOR THE YEAR ENDED DECEMBER 31, 2004
	(in thousands)
							Southwestern		Diamond												Southwestern		Southwestern
	Southwestern		Arkansas				Energy		"M"		Overton		Overton		PV		Certified		A.W.		Energy		Energy
	Energy		Western Gas				Production		Production		Partners		Partners		Exploration		Title		Realty		Pipeline		Services
	Company		Company		SEECO, Inc.		Company		Company		L.P.		L.L.C.		Company		Company		Company		Company		Company		Eliminations		Consolidated
Retained Earnings, beginning of year	$	140,520	$	10,540	$	77,685	$	12,054	$	(2,315)	$	13,041	$	(1,315)	$	-	$	-	$	3,732	$	(16,287)	$	9,230	$	-	$	246,885
Net income (loss)		(4,895)		2,617		31,460		64,410		897		4,513		(152)		(1)		(53)		3,852		(850)		1,778		-		103,576
Cash dividends		-		-		-		-		-		-		-		-		-		-		-		-		-		-
Retained Earnings, end of year	$	135,625	$	13,157	$	109,145	$	76,464	$	(1,418)	$	17,554	$	(1,467)	$	(1)	$	(53)	$	7,584	$	(17,137)	$	11,008	$	-	$	350,461