Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ponder Randall D
2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2012
3. Issuer Name and Ticker or Trading Symbol
SOUTHWESTERN ENERGY CO [SWN]
(Last)
(First)
(Middle)
2350 N. SAM HOUSTON PARKWAY EAST, SUITE 125
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. Vice Pres. of Subsidiary
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOUSTON, TX 77032
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 28,300
D
 
Common Stock 2,253.2377
I
by 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock   (1)   (1) Common Stock 2,549.4713 $ (2) D  
Stock Options (Right to Buy) (3) 12/08/2006 12/08/2012 Common Stock 5,420 $ 17.745 D  
Stock Options (Right to Buy) (3) 12/11/2007 12/11/2013 Common Stock 5,820 $ 20.335 D  
Stock Options (Right to Buy) (3) 12/13/2008 12/13/2014 Common Stock 6,580 $ 27.18 D  
Stock Options (Right to Buy) (3) 12/11/2009 12/11/2015 Common Stock 8,190 $ 30.68 D  
Stock Options (Right to Buy) (3) 12/10/2010 12/10/2016 Common Stock 5,660 $ 40.73 D  
Stock Options (Right to Buy) (3) 12/09/2011 12/09/2017 Common Stock 6,510 $ 36.22 D  
Stock Options (Right to Buy) (3) 12/08/2012 12/08/2018 Common Stock 56,780 $ 36.87 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ponder Randall D
2350 N. SAM HOUSTON PARKWAY EAST
SUITE 125
HOUSTON, TX 77032
      Sr. Vice Pres. of Subsidiary  

Signatures

/s/ Melissa D. McCarty, attorney-in-fact for Mr. Ponder 06/07/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares of phantom stock are payable in cash following termination of the reporting person's employment with Southwestern Energy Company. The reporting person may transfer his phantom stock account into an alternative investment account at any time.
(2) Each share of phantom stock currently held in the Southwestern Energy Company Nonqualified Retirement Plan (the "NQ Plan") represents the right to receive the economic equivalent of one share of Southwestern Energy Company common stock.
(3) Stock options become exercisable in three equal installments beginning on the first anniversary of the grant date specified in Column 3 or immediately upon death, disability, retirement at age 65, or a change in control.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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