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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12g-3

June 29, 2006

Response of the Office of Chief Counsel
Division of Corporation Finance


Southwestern Energy Company
Incoming letter dated June 29, 2006

Based on the facts presented, the Division's views are set forth below. Capitalized terms have the same meanings defined in your letter.

  • After the consummation of the Reincorporation, SWN Delaware will be a "successor issuer" within the meaning of Rule 414 under the Securities Act of 1933 and may file post-effective amendments to SWN Arkansas's Registration Statements in the manner described in your letter.
  • After the consummation of the Reincorporation, SWN Delaware may take into account SWN Arkansas's reporting history under the Securities Exchange Act of 1934 in determining its eligibility to use Form S-3 and to furnish information on Form S-4 in the manner permitted for issuers eligible to use Form S-3.
  • Without taking a position as to whether the Reincorporation may be completed without registration under the Securities Act, and solely in reliance on your opinion of counsel that the exception to Securities Act registration provided by Rule 145(a)(2) is available for the Reincorporation:
    • SWN Delaware Common Stock distributed in the Reincorporation will not be "restricted securities" with the meaning of Rule 144(a)(3) solely as a result of the Reincorporation; and
    • Persons who receive SWN Delaware Common Stock in the Reincorporation may take into account the periods during which they held SWN Arkansas Common Stock in order to calculate their holding periods under Rule 144(d) for SWN Delaware Common Stock.
  • After consummation of the Reincorporation, SWN Arkansas's Exchange Act reporting history may be taken into account in determining whether SWN Delaware satisfies Rule 144(c)(1).
  • After consummation of the Reincorporation, the Delaware Common Stock will be deemed registered under the Exchange Act by operation of Rule 12g-3(a).
  • After consummation of the Reincorporation, SWN Delaware will succeed to the Commission file number currently used by SWN Arkansas.

These positions are based on the representations made to the Division in your letter. Any different facts or conditions might require different conclusions.


Jason Wynn

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 07/06/2006