SEC Division of Corporation Finance no-action letter: Southwestern Energy Company

Southwestern Energy Company 2350 N Sam Houslon Parkway East Sulte 300 Houstun. Texas 77032 (281)618-4859 FAX (281)618-4820 1cantyBswn corn Trecia M.Canty sc,rnr *i,orn+y June 29,2006 Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel I00 F Street, N.E. Washington, D.C. 20549 Attention: Jonathan Ingram and Andrew Brady Re: Reincorporation of Southwestern Energy Company from Arkansas to Delaware: Securities Act of 1933: Rules 144 and 414; and Forms S-3 and S-4; Securities Exchange Act of 1934: Section 12(b) and Rule Ladies and Gentlemen:
I am acting as counsel to Southwestern Energy Company, an Arkansas corporation ("SWN Arkansas" or the "Company"), in connection with the proposed reincorporation of SWN Arkansas in the State of Delaware (the "Reincorporation"). To effect the Reincorporation, SWN Arkansas intends to merge with and into a newly created wholly owned subsidiary ("SWN Delaware"), to be formed in Delaware for the sole purpose of effecting the Reincorporation. This merger (the "Reincornoration Merger") will be completed pursuant to an Agreement and Plan of Merger (the "Meraer Agreement") and will result in SWN Delaware as the surviving publicly traded corporation. In connection with the Reincorporation, the Company will become subject to a new certificate of incorporation and bylaws which will have certain differences from the Company's present articles of incorporation and bylaws. As a result of the Reincorporation, each outstanding share of Common Stock, par value of $0.10, of SWN Arkansas (together with the associated purchase rights described below (the "Arkansas &&?'), the "Arkansas Common Stock") will automatically be converted into a share of Common Stock, par value of $0.01, of SWN Delaware (together with the associated purchase rights described below (the "Delawure Rkhts"), the "Delaware Common w). It is currently expected that the Reincorporation Merger will be effected on or about June 30,2006. In connection with the Reincorporation, I hereby respectfully request that the Staff of the Division of Corporation Finance (the "m')of the Securities and Exchange Commission (the "Commission") confirm that: