Statement by Holding Company Claiming Exemption
Under Rule U-3A-2 from the Provisions of the
Public Utility Holding Company Act of 1935

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.

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.

Notices and correspondence concerning this statement should be addressed to: