Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person *
KERLEY GREGORY D
 2. Issuer Name and Ticker or Trading Symbol
SOUTHWESTERN ENERGY CO [SWN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President & CFO
(Last)
(First)
(Middle)

SUITE 125, 2350 N. SAM HOUSTON PARKWAY EAST		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


HOUSTON, TX 77032		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/22/2011   G(1) 35,300 D $ 0 1,205,572 D  
Common Stock 12/22/2011   G(2) 765 D $ 0 1,205,572 D  
Common Stock 12/22/2011   G(2) 765 A $ 0 1,475 I By PAK Irrevocable Trust; Greg D. Kerley, Grantor
Common Stock 12/22/2011   G(3) 765 D $ 0 1,205,572 D  
Common Stock 12/22/2011   G(3) 765 A $ 0 1,994 I By JGH Irrevocable Trust; Greg D. Kerley, Grantor
Common Stock 12/22/2011   G(4) 765 D $ 0 1,205,572 D  
Common Stock 12/22/2011   G(4) 765 A $ 0 1,475 I By TMH Irrevocable Trust; Greg D. Kerley, Grantor
Common Stock 12/28/2011   J(5) 2.4766 A $ 34.1636 25,515.8572 I By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock               (7)   (7) Common Stock
51,589.7264
  51,589.7264
D
 
Stock Options (Right to Buy) $ 1.435           12/11/2003 12/11/2012 Common Stock
152,076
  152,076
D
 
Stock Options (Right to Buy) $ 2.645           12/10/2004 12/10/2013 Common Stock
216,718
  216,718
D
 
Stock Options (Right to Buy) $ 17.745           12/08/2006 12/08/2012 Common Stock
41,785
  41,785
D
 
Stock Options (Right to Buy) $ 20.335           12/11/2007 12/11/2013 Common Stock
38,783
  38,783
D
 
Stock Options (Right to Buy) $ 27.18           12/13/2008 12/13/2014 Common Stock
40,201
  40,201
D
 
Stock Options (Right to Buy) $ 30.68           12/11/2009 12/11/2015 Common Stock
31,610
  31,610
D
 
Stock Options (Right to Buy) $ 36.22           12/09/2011 12/09/2017 Common Stock
27,760
  27,760
D
 
Stock Options (Right to Buy) $ 40.73           12/10/2010 12/10/2016 Common Stock
21,870
  21,870
D
 
Stock Options (Right to Buy) $ 36.87           12/08/2012 12/08/2018 Common Stock
29,270
  29,270
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KERLEY GREGORY D
SUITE 125
2350 N. SAM HOUSTON PARKWAY EAST
HOUSTON, TX 77032		   X     Executive Vice President & CFO  

Signatures

/s/ Melissa D. McCarty, Attorney-in-fact for Mr. Kerley 02/10/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) On December 22, 2011, the reporting person gifted 35,300 shares of Southwestern Energy Company stock to the Kerley Family Foundation.
(2) On December 22, 2011, the reporting person gifted shares of Southwestern Energy Company stock to the Paige A. Kerley Irrevocable Trust (the "PAK Irrevocable Trust"). The reporting person is the Grantor of the PAK Trust and will retain indirect beneficial ownership of the gifted shares.
(3) On December 22, 2011, the reporting person gifted shares of Southwestern Energy Company stock to the Jackson Gregory Henson Irrevocable Trust (the "JGH Irrevocable Trust"). The reporting person is the Grantor of the JGH Trust and will retain indirect beneficial ownership of the gifted shares.
(4) On December 22, 2011, the reporting person gifted shares of Southwestern Energy Company stock to the Tate M. Henson Irrevocable Trust (the "TMH Irrevocable Trust"). The reporting person is the Grantor of the TMH Trust and will retain indirect beneficial ownership of the gifted shares.
(5) Purchased through the Company's 401(k) plan from December 9, 2011, thru December 28, 2011. The information in this report is based on a plan statement dated December 28, 2011.
(6) Each share of phantom stock, which is currently held in the Southwestern Energy Company Nonqualified Retirement Plan investment fund, represents the right to receive the economic equivalent of one share of Southwestern Energy Company common stock.
(7) 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.

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