As filed with the Securities and Exchange Commission on July 23, 2001
                                            Registration Statement No. 333-64692



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         PRE-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                              SWIFT ENERGY COMPANY
                           (Exact name of Registrant)

        Texas                         1311                        74-2073055
 (State of incorporation)   (Primary Standard Industrial      (I.R.S. Employer
                             Classification Code Number)     Identification No.)


                     Terry E. Swift, Chief Executive Officer
                              Swift Energy Company
                        16825 Northchase Drive, Suite 400
                              Houston, Texas 77060
                                 (281) 874-2700
      (Name, address and telephone number of Registrant's executive offices
                             and agent for service)

                                   Copies to:

                                 Judy G. Gechman
                              Jenkens & Gilchrist,
                           A Professional Corporation
                        1100 Louisiana Street, Suite 1800
                              Houston, Texas 77002
                                 (713) 951-3300

     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box.                                                       [ ]

     If any of the securities being registered on this Form are being offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.               [X]

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.    [ ]

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.                                     [ ]

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box.                            [X]

                         CALCULATION OF REGISTRATION FEE


                                                      Proposed
              Title of Each                            Maximum                       Amount of
           Class of Securities                        Aggregate                    Registration
           to be Registered(1)                  Offering Price(1)(2)                  Fee(3)

                                                                  
Debt Securities.......................(4)
Common Stock..........................(5)
Preferred Stock.......................(5)
Depositary Shares.....................(6)
Warrants.................................
         TOTAL...........................           $350,000,000                      $56,642
- -----------------------------------------  ------------------------------- ----------------------------






(1)  This  registration  statement  also  covers  such  indeterminate  amount of
     securities as may be issued in exchange for, or upon conversion, redemption
     or  exercise  of, as the case may be,  debt  securities,  preferred  stock,
     depositary shares or warrants registered hereunder.

(2)  The proposed maximum price per unit will be determined from time to time by
     the  Registrant  in connection  with the issuance by the  Registrant of the
     securities registered hereunder.

(3)  Pursuant to Rule 429 and Rule 457(p) under the  Securities Act of 1933, the
     prospectus included as part of this Registration  Statement also relates to
     the remaining  $111,000,000 of unsold  securities  from a maximum  offering
     price of $275,000,000 of securities previously registered on Form S-3 under
     Registration Statement No. 333-81651,  in respect of which $76,450 has been
     paid as a filing  fee and of which  $30,858  has not been used and is being
     used to  offset  a  portion  of the  filing  fee for the  securities  being
     registered hereunder.

(4)  If any debt securities are issued at an original issue  discount,  then the
     offering  price of the debt  securities  shall be in such  amount  as shall
     result in an aggregate  initial offering price not to exceed  $350,000,000,
     less the offering price of any securities previously issued hereunder.

(5)  Each share of common stock is  accompanied  by a preferred  share  purchase
     right pursuant to the Rights Agreement (as Amended and Restated as of March
     31, 1999) between Swift Energy  Company and American Stock Transfer & Trust
     Company, as Rights Agent.

(6)  Such  indeterminate  number of  depositary  shares will be  represented  by
     depositary  receipts.  In the event that the Registrant  elects to offer to
     the public  fractional  interests in shares of preferred  stock  registered
     hereunder,  depositary  receipts  will  be  distributed  to  those  persons
     purchasing the fractional  interests and the shares of preferred stock will
     be issued to the Depositary under the deposit agreement.



The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.









                  SUBJECT TO COMPLETION, DATED JULY ____, 2001


PROSPECTUS



[GRAPHIC OMITTED]


                                  $350,000,000
                              Swift Energy Company




                                 Debt Securities
                                  Common Stock
                                 Preferred Stock
                                Depositary Shares
                                    Warrants




     Swift Energy Company may offer and sell from time to time debt  securities,
common stock,  preferred stock,  depositary shares or warrants.  We will provide
specific  terms of the offering and sale of these  securities in  supplements to
this prospectus.  These terms will include the initial offering price, aggregate
amount of the offering,  listing on any securities exchange or quotation system,
risk  factors and the  agents,  dealers or  underwriters,  if any, to be used in
connection with the sale of these securities.  Certain selling  shareholders may
also from time to time offer and sell common  stock under this  prospectus.  You
should read this prospectus and any supplement carefully before you invest.

     Our common  stock is traded on the New York Stock  Exchange and the Pacific
Stock Exchange under the symbol "SFY."

     This prospectus may not be used to sell securities unless  accompanied by a
supplement to this prospectus.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission  has approved or disapproved  of these  securities,  or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.









              The date of this prospectus is _______________, 2001









     You should rely only on the  information  contained in or  incorporated  by
reference  in this  prospectus  and in any  prospectus  supplement.  We have not
authorized anyone to provide you with different  information.  We are not making
an offer of these securities in any state where the offer is not permitted.  You
should not assume that the information contained in or incorporated by reference
in this  prospectus  is accurate as of any date other than the date on the front
of this prospectus or the applicable prospectus supplement.





                                TABLE OF CONTENTS
                                                                                                               Page

                                                                                                              
ABOUT THIS PROSPECTUS.............................................................................................1

WHERE YOU CAN FIND MORE INFORMATION ..............................................................................1

RISK FACTORS......................................................................................................2

FORWARD-LOOKING STATEMENTS........................................................................................3

THE COMPANY.......................................................................................................4

RATIO OF EARNINGS TO FIXED CHARGES................................................................................5

USE OF PROCEEDS...................................................................................................5

DESCRIPTION OF DEBT SECURITIES....................................................................................6
         General  ................................................................................................6
         Non U.S. Currency........................................................................................7
         Original Issue Discount Securities.......................................................................8
         Covenants................................................................................................8
         Registration, Transfer, Payment and Paying Agent.........................................................8
         Ranking of Debt Securities...............................................................................9
         Global Securities.......................................................................................10
         Outstanding Debt Securities.............................................................................10
         Redemption and Repurchase...............................................................................10
         Conversion and Exchange.................................................................................11
         Consolidation, Merger and Sale of Assets................................................................11
         Events of Default.......................................................................................11
         Modification and Waivers................................................................................13
         Discharge, Termination and Covenant Termination.........................................................14
         Governing Law...........................................................................................15
         Regarding the Trustees..................................................................................15

DESCRIPTION OF CAPITAL STOCK.....................................................................................15
         General  ...............................................................................................15
         Common Stock............................................................................................16
         Preferred Stock.........................................................................................16
         Anti-takeover Provisions................................................................................17

                                       i


DESCRIPTION OF DEPOSITARY SHARES.................................................................................20

DESCRIPTION OF WARRANTS..........................................................................................21

SELLING SHAREHOLDERS.............................................................................................21

PLAN OF DISTRIBUTION.............................................................................................22

LEGAL OPINIONS...................................................................................................24

EXPERTS  ........................................................................................................24






                                                        ii



                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration  statement that we filed with the
Securities and Exchange Commission using a "shelf" registration  process.  Under
the shelf process,  we may sell any  combination of the securities  described in
this  prospectus  in one or  more  offerings  up to a  total  dollar  amount  of
$350,000,000.  In  addition,  under  this  shelf  process,  one or more  selling
shareholders  may sell our  common  stock in one or more  offerings,  which will
reduce the aggregate  dollar amount we may sell.  This  prospectus  provides you
with a general  description  of the  securities we may offer.  Each time we sell
securities,  we will provide a prospectus  supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus.  You should read
both this  prospectus and any prospectus  supplement,  together with  additional
information described under the heading "WHERE YOU CAN FIND MORE INFORMATION."

     As used in this  prospectus,  "Swift," "we," "us," and "our" refer to Swift
Energy Company and its subsidiaries.


                       WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934,  which requires us to file annual,  quarterly and special  reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission, or the "SEC." You may read and copy any document that we file at the
Public  Reference Room of the SEC at 450 Fifth Street,  N.W.,  Washington,  D.C.
20549.  Please call the SEC at  1-800-SEC-0330  for further  information  on the
operation of its public  reference room. You may also inspect our filings at the
regional offices of the SEC located at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, New York, New York
10048 or over the  Internet at the SEC's web site at  http://www.sec.gov,  or at
our own website at http://www.swiftenergy.com.

     This prospectus  constitutes  part of a Registration  Statement on Form S-3
filed  with the SEC  under  the  Securities  Act of 1933.  It omits  some of the
information  contained in the Registration  Statement,  and reference is made to
the  Registration  Statement for further  information with respect to us and the
securities  we  are  offering.   Any  statement  contained  in  this  prospectus
concerning   the  provisions  of  any  document  filed  as  an  exhibit  to  the
Registration  Statement  or  otherwise  filed  with  the SEC is not  necessarily
complete,  and in each  instance  reference  is made  to the  copy of the  filed
document.

The SEC allows us to  "incorporate  by reference"  the  information we file with
them, which means that we can disclose important information to you by referring
you to those documents.  The information incorporated by reference is considered
to be part of this prospectus,  and later  information that we file with the SEC
will automatically  update and supersede this information and the information in
the prospectus.  We incorporate by reference the documents  listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we sell all the securities covered by this
prospectus:

    1.    Our Annual Report on Form 10-K for the year ended December 31, 2000;

    2.    Our Quarterly  Report on Form 10-Q for the fiscal  quarter ended March
          31, 2001;




                                        1





    3.    The  description  of our common stock  contained  in our  registration
          statement on Form 8- A filed on July 24, 1981,  as amended,  including
          any  amendment  or  report  filed  before  or  after  the date of this
          prospectus for the purpose of updating the description; and

    4.    The description of our preferred  share purchase  rights  contained in
          our  registration  statement on Form 8-A filed on August 11, 1997,  as
          amended on April 7, 1999,  including  any  amendment  or report  filed
          before  or  after  the  date of this  prospectus  for the  purpose  of
          updating the description.

     You may  request  a copy  of  these  filings  at no  cost,  by  writing  or
telephoning Bruce H. Vincent,  Executive Vice President--Corporate  Development,
Swift Energy Company,  Suite 400, 16825 Northchase Drive, Houston,  Texas 77060,
phone: (281) 874-2700.


                                  RISK FACTORS

     There are a number of risks  associated  with investing in Swift and in our
industry.  You should  carefully  review the more detailed  description  of risk
factors contained in the supplement to this prospectus.

    o     Our  revenue,  profitability  and cash flow depend upon the prices and
          demand for oil and gas.  The  markets for these  commodities  are very
          volatile  and  steep  or  prolonged   drops  in  prices  can  harm  us
          financially and hurt our ability to grow.

    o     Our drilling activities are subject to many risks,  including the risk
          that  we  will  not  discover  commercially   productive   reservoirs.
          Operating and  developing  oil and natural gas  properties  involves a
          number of  inherent  risks,  including  the risk of  personal  injury,
          environmental  contamination  or loss of wells.  We may not be able to
          insure against all of these risks.

    o     Our significant  growth in recent years is attributable in significant
          part to our acquiring producing properties. Our ability to continue to
          make successful  acquisitions is influenced by many factors beyond our
          control.  A failure to acquire  producing  properties  on a profitable
          basis in the future may  significantly  affect our  profitability  and
          growth.

    o     Estimates of our proved developed oil and natural gas reserves and the
          resulting  future  net  revenues  contained  in  this  prospectus  and
          elsewhere are based on a number of uncertainties. A failure to realize
          our estimated prices or estimated  production volumes could materially
          adversely affect our revenues, profitability and financial health.

    o     Our  ability to  conduct  operations  in a timely  and cost  effective
          manner  depends  on  the  availability  of  supplies,   equipment  and
          personnel.  The oil and  gas  industry  is  cyclical  and  experiences
          periodic  shortages  of  drilling  rigs and other  equipment,  tubular
          goods,  supplies  and  experienced  personnel.   Shortages  can  delay
          operations and materially increase operating and capital costs.

    o     We make, and will continue to make,  substantial capital  expenditures
          to acquire,  develop, produce, explore and abandon our oil and natural
          gas reserves.  Any decrease in our revenues,  as a result of lower oil


                                       2


          or gas  prices or  otherwise,  could  limit  our  ability  to  replace
          reserves or maintain  production at current  levels.  If our cash flow
          from  operations  drops  significantly,  we  may  be  unable  to  find
          additional debt or equity financing.

    o     Our future success depends on our ability to find,  develop or acquire
          additional  oil  and  natural  gas  reserves  that  are   economically
          recoverable. Failure to do so will result in lower production and cash
          flow.

                           FORWARD-LOOKING STATEMENTS

     Some  of the  information  included  in  this  prospectus,  any  prospectus
supplement  and  the  documents  we  have   incorporated  by  reference  contain
forward-looking statements. Forward-looking statements use forward-looking terms
such as "believe,"  "expect,"  "may,"  "intend,"  "will,"  "project,"  "budget,"
"should" or  "anticipate"  or other  similar  words.  These  statements  discuss
"forward-looking" information such as:

        o      anticipated capital expenditures and budgets;

        o      future cash flows and borrowings;

        o      pursuit   of   potential    future    acquisition   or   drilling
               opportunities; and

        o      sources of funding for exploration and development.

     These  forward-looking  statements are based on assumptions that we believe
are reasonable,  but they are open to a wide range of uncertainties and business
risks, including the following:

        o      fluctuations of the prices received or demand for oil and natural
               gas;

        o      uncertainty of drilling  results,  reserve  estimates and reserve
               replacement;

        o      operating hazards;

        o      acquisition risks;

        o      unexpected substantial variances in capital requirements;

        o      environmental matters; and

        o      general economic conditions.

     Other  factors that could cause actual  results to differ  materially  from
those anticipated are discussed in our periodic filings with the SEC,  including
our Annual Report on Form 10-K for the year ended December 31, 2000.

     When considering these forward-looking  statements, you should keep in mind
the risk  factors  and  other  cautionary  statements  in this  prospectus,  any
prospectus  supplement and the documents we have  incorporated by reference.  We
will not update these  forward-looking  statements  unless the  securities  laws
require us to do so.



                                        3




                                   THE COMPANY

     Swift Energy Company, a Texas  corporation,  is engaged in the exploration,
development,  acquisition and operation of oil and gas properties. Historically,
our primary focus has been on U.S. onshore natural gas reserves, although we are
now also focusing on our operations in New Zealand and have  interests  offshore
in the Gulf of Mexico.  As of December 31, 2000,  we had  interests in 1,528 oil
and gas wells located in eight states, offshore in the Gulf of Mexico and in New
Zealand.  We  operated  817 of  these  wells,  representing  91%  of our  proved
reserves.  At such date, our estimated proved reserves were 629.4 Bcfe, of which
approximately  67% was natural gas,  with 54% of our reserves  located in Texas,
22% in Louisiana and 20% in New Zealand.

     Our core domestic areas for development  and  exploration  drilling are the
AWP Olmos Area located in South Texas and the Brookeland Area, the Giddings Area
and the Masters Creek Area in the Austin Chalk trend in Texas and Louisiana.  We
expect our reserves in the AWP Olmos Field to be steadily  produced  over a long
period. This offsets the Austin Chalk trend reserves,  which have a high initial
production but decline rapidly.  The AWP Olmos Field accounted for approximately
37% of our proved reserves as of December 31, 2000 and  approximately 32% of our
2000 production, while the Austin Chalk trend accounted for approximately 35% of
our proved reserves as of December 31, 2000 and generated  approximately  62% of
our 2000 production.  New Zealand  accounted for approximately 20% of our proved
reserves as of December  31,  2000 and had not yet  produced as of December  31,
2000.  Subsequent  to year-end  2000, we acquired  interests in Lake  Washington
Field in Louisiana for $30.5 million.

     We have  increased our proved  reserves from 176.1 Bcfe at year-end 1995 to
629.4 Bcfe at year- end 2000,  which  represents the  replacement of 375% of our
production during the same period.  Our five-year  average reserves  replacement
costs were $0.94 per Mcfe. A combination  of increased  production and decreased
operating  costs per Mcfe resulted in average annual growth in net cash provided
by operating activities of 55% per year from year-end 1995 to year-end 2000.

     Swift's philosophy is to pursue a balanced growth strategy that includes an
active drilling program, strategic acquisitions, and the utilization of advanced
technologies.  We seek to  increase  our  reserves  through  both  drilling  and
acquisitions,  shifting the balance  between the two  activities  in response to
market conditions.  For example,  when oil and gas prices are low, we focus upon
acquiring producing  properties.  When oil and gas prices are high, we shift our
focus to drilling wells.

     Following the fall in oil and gas prices during mid-1998, we grew primarily
by increasing our acreage  position,  mainly through the Toledo Bend  properties
acquisition  in Texas and Louisiana  purchased from Sonat  Exploration  Company.
Capital expenditures for development and exploration drilling were $67.4 million
in 1998 and $44 million in 1999, while the amounts spent for  acquisitions  were
$59.5 million in 1998 and $20.6  million in 1999. In 2000 drilling  expenditures
totaled  $115.5  million,  while $33.4  million  was spent to acquire  producing
properties, primarily in the third quarter. Most of our drilling activities were
in the AWP Olmos Field, the Austin Chalk trend and New Zealand.

     Our  principal  executive  offices are located at 16825  Northchase  Drive,
Suite 400, Houston, Texas 77060 and our telephone number is (281) 874-2700.



                                        4





                       RATIO OF EARNINGS TO FIXED CHARGES

         The following table sets forth our ratio of earnings to fixed charges:




                                                                                                           Three Months
                                                            Years Ended December 31,                     Ended March 31,
                                                           --------------------------                    ---------------
                                                1996       1997        1998       1999       2000       2000         2001

                                                                                                   
Ratio of earnings to fixed charges.........    12.8x       5.2x         --        2.4x       5.2x       3.6x         9.1x


     Due to the  $90.8  million  non-cash  charge  incurred  in the  year  ended
December  31, 1998 caused by a write down in the  carrying  value of natural gas
and oil  properties,  1998 earnings were  insufficient by $76.9 million to cover
fixed  charges in 1998. If the $90.8 million  non-cash  charge is excluded,  the
ratio of earnings to fixed charges would have been 2.1x.

     For the  purpose  of  computing  the ratio of  earnings  to fixed  charges,
earnings are defined as:

         o     income from continuing operations before income taxes;

         o     plus fixed charges; and

         o     less capitalized interest.

     Fixed charges are defined as the sum of the following:

         o     interest, including capitalized interest, on all indebtedness;

         o     amortization of debt issuance cost; and

         o     that   portion  of  rental   expense   which  we  believe  to  be
               representative of an interest factor.


                                 USE OF PROCEEDS

     Unless we specify otherwise in an accompanying  prospectus  supplement,  we
intend to use the net proceeds we receive from the sale of securities offered by
this prospectus and the accompanying  prospectus supplement for the repayment of
debt  under  our  credit  lines  and for  general  corporate  purposes.  General
corporate  purposes may include  additions to working  capital,  development and
exploration expenditures or the financing of possible acquisitions.  We will not
receive any proceeds from any sale of common stock by selling shareholders.

     The net proceeds may be invested  temporarily until they are used for their
stated purpose.





                                        5





                         DESCRIPTION OF DEBT SECURITIES

     This  section  describes  the  general  terms  and  provisions  of the debt
securities  which  may be  offered  by us from  time  to  time.  The  applicable
prospectus  supplement  will describe the specific terms of the debt  securities
offered by that prospectus supplement.

     We may issue debt  securities  either  separately or together with, or upon
the conversion of, or in exchange for, other securities. The debt securities are
to be  either  senior  obligations  of ours  issued  in one or more  series  and
referred to herein as the "Senior Debt Securities," or subordinated  obligations
of ours issued in one or more series and referred to herein as the "Subordinated
Debt   Securities."  The  Senior  Debt  Securities  and  the  Subordinated  Debt
Securities  are  collectively  referred  to as the "Debt  Securities."  The Debt
Securities  will be general  obligations  of the  Company.  Each  series of Debt
Securities will be issued under an agreement,  or "Indenture," between Swift and
an  independent  third  party,  usually  a bank or  trust  company,  known  as a
"Trustee,"  who  will  be  legally  obligated  to  carry  out the  terms  of the
Indenture.  The name(s) of the  Trustee(s)  will be set forth in the  applicable
prospectus  supplement.  We may  issue  all the Debt  Securities  under the same
Indenture,  as  one or as  separate  series,  as  specified  in  the  applicable
prospectus supplement(s).

     This summary of certain  terms and  provisions of the Debt  Securities  and
Indentures  is  not  complete.  If  we  refer  to  particular  provisions  of an
Indenture,   the  provisions,   including  definitions  of  certain  terms,  are
incorporated by reference as a part of this summary.  The Indentures are or will
be filed as an exhibit to the registration statement of which this prospectus is
a part, or as exhibits to documents  filed under the Securities  Exchange Act of
1934 which are  incorporated by reference into this  prospectus.  The Indentures
are subject to and governed by the Trust Indenture Act of 1939, as amended.  You
should  refer  to the  applicable  Indenture  for the  provisions  which  may be
important to you.

General

     The Indentures  will not limit the amount of Debt  Securities  which we may
issue.  We may issue Debt Securities up to an aggregate  principal  amount as we
may authorize  from time to time.  The  applicable  prospectus  supplement  will
describe the terms of any Debt Securities being offered, including:

         o     the title and aggregate principal amount;

         o     the date(s) when principal is payable;

         o     the interest  rate,  if any, and the method for  calculating  the
               interest rate;

         o     the interest  payment dates and the record dates for the interest
               payments;

         o     the places where the principal and interest will be payable;

         o     any  mandatory  or optional  redemption  or  repurchase  terms or
               prepayment,   conversion,  sinking  fund  or  exchangeability  or
               convertibility provisions;

         o     whether such Debt  Securities  will be Senior Debt  Securities or
               Subordinated   Debt   Securities   and,  if   Subordinated   Debt
               Securities,  the  subordination  provisions  and  the  applicable
               definition of "Senior Indebtedness";





                                        6



         o     additional  provisions,  if any,  relating to the  defeasance and
               covenant defeasance of the Debt Securities;

         o     if other than denominations of $1,000 or multiples of $1,000, the
               denominations the Debt Securities will be issued in;

         o     whether the Debt  Securities will be issued in the form of Global
               Securities, as defined below, or certificates;

         o     whether the Debt Securities will be issuable in registered  form,
               referred  to  as  "Registered  Securities,"  or in  bearer  form,
               referred  to as  "Bearer  Securities"  or  both  and,  if  Bearer
               Securities  are  issuable,  any  restrictions  applicable  to the
               exchange of one form for another and the offer, sale and delivery
               of Bearer Securities;

         o     any applicable material federal tax consequences;

         o     the dates on which premiums, if any, will be payable;

         o     our right,  if any, to defer  payment of interest and the maximum
               length of such deferral period;

         o     any paying agents, transfer agents, registrars or trustees;

         o     any listing on a securities exchange;

         o     if convertible into common stock or preferred stock, the terms on
               which such Debt Securities are convertible;

         o     the  terms,  if  any,  of  the  transfer,  mortgage,  pledge,  or
               assignment  as security for any series of Debt  Securities of any
               properties,  assets,  proceeds,  securities or other  collateral,
               including  whether certain  provisions of the Trust Indenture Act
               are applicable,  and any  corresponding  changes to provisions of
               the Indenture as currently in effect;

        o      the initial offering price; and

        o      other specific  terms,  including  covenants and any additions or
               changes to the events of default provided for with respect to the
               Debt Securities.

     The terms of the Debt Securities of any series may differ and,  without the
consent of the holders of the Debt  Securities  of any  series,  we may reopen a
previous series of Debt Securities and issue  additional Debt Securities of such
series or establish additional terms of such series,  unless otherwise indicated
in the applicable prospectus supplement.

Non U.S. Currency

     If the purchase price of any Debt Securities is payable in a currency other
than U.S. dollars or if principal of, or premium,  if any, or interest,  if any,
on any of the Debt  Securities  is  payable  in any  currency  other  than  U.S.
dollars,  the  specific  terms  with  respect to such Debt  Securities  and such
foreign currency will be specified in the applicable prospectus supplement.




                                        7



Original Issue Discount Securities

     Debt Securities may be issued as "Original Issue Discount Securities" to be
sold at a substantial  discount  below their  principal  amount.  Original Issue
Discount  Securities  may include "zero coupon"  securities  that do not pay any
cash  interest  for  the  entire  term of the  securities.  In the  event  of an
acceleration of the maturity of any Original Issue Discount Security, the amount
payable to the holder thereof upon such  acceleration  will be determined in the
manner described in the applicable prospectus supplement. Conditions pursuant to
which  payment of the  principal  of the  Subordinated  Debt  Securities  may be
accelerated will be set forth in the applicable prospectus supplement.  Material
federal  income  tax and  other  considerations  applicable  to  Original  Issue
Discount Securities will be described in the applicable prospectus supplement.

Covenants

     Under the Indentures, we will be required to:

         o     pay  the  principal,   interest  and  any  premium  on  the  Debt
               Securities when due;

         o     maintain a place of payment;

         o     deliver a report to the  Trustee at the end of each  fiscal  year
               reviewing our obligations under the Indentures; and

         o     deposit  sufficient  funds with any paying agent on or before the
               due date for any principal, interest or any premium.

     Any additional  covenants  will be described in the  applicable  prospectus
supplement.

Registration, Transfer, Payment and Paying Agent

     Unless otherwise indicated in a prospectus supplement,  each series of Debt
Securities  will be  issued  in  registered  form  only,  without  coupons.  The
Indentures,  however,  provide that we may also issue Debt  Securities in bearer
form only, or in both registered and bearer form. Bearer Securities shall not be
offered, sold, resold or delivered in connection with their original issuance in
the United  States or to any United  States  person other than  offices  located
outside  the United  States of certain  United  States  financial  institutions.
"United States  person" means any citizen or resident of the United States,  any
corporation,  partnership  or other entity  created or organized in or under the
laws of the United  States,  any estate the income of which is subject to United
States  federal  income  taxation  regardless of its source,  or any trust whose
administration  is subject to the primary  supervision  of a United States court
and which has one or more United  States  fiduciaries  who have the authority to
control all substantial decisions of the trust. "United States" means the United
States of America  (including  the states thereof and the District of Columbia),
its  territories,  its possessions and other areas subject to its  jurisdiction.
Purchasers of Bearer Securities will be subject to certification  procedures and
may be  affected  by certain  limitations  under  United  States tax laws.  Such
procedures  and  limitations  will be  described  in the  prospectus  supplement
relating to the offering of the Bearer Securities.

     Unless  otherwise   indicated  in  a  prospectus   supplement,   Registered
Securities will be issued in  denominations  of $1,000 or any integral  multiple
thereof, and Bearer Securities will be issued in denominations of $5,000.




                                        8




     Unless  otherwise  indicated in a  prospectus  supplement,  the  principal,
premium,  if any, and  interest,  if any, of or on the Debt  Securities  will be
payable,  and Debt Securities may be surrendered for registration of transfer or
exchange,  at an  office  or agency to be  maintained  by us in the  Borough  of
Manhattan, The City of New York, provided that payments of interest with respect
to any  Registered  Security  may be made at our  option by check  mailed to the
address  of  the  person  entitled  to  payment  or by  transfer  to an  account
maintained  by the payee with a bank  located in the United  States.  No service
charge  shall be made for any  registration  of  transfer  or  exchange  of Debt
Securities,  but we may require  payment of a sum sufficient to cover any tax or
other  governmental  charge  and any  other  expenses  that  may be  imposed  in
connection with the exchange or transfer.

     Unless otherwise indicated in a prospectus supplement, payment of principal
of, premium,  if any, and interest,  if any, on Bearer  Securities will be made,
subject to any applicable laws and regulations, at such office or agency outside
the  United  States as  specified  in the  prospectus  supplement  and as we may
designate  from  time  to  time.  Unless  otherwise  indicated  in a  prospectus
supplement, payment of interest due on Bearer Securities on any interest payment
date will be made only against surrender of the coupon relating to such interest
payment date. Unless otherwise indicated in a prospectus supplement,  no payment
of principal,  premium or interest  with respect to any Bearer  Security will be
made at any  office  or agency in the  United  States or by check  mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United  States;  except that if amounts owing with respect to any
Bearer Securities shall be payable in U.S.  dollars,  payment may be made at the
Corporate  Trust  Office of the  applicable  Trustee  or at any office or agency
designated by us in the Borough of Manhattan, The City of New York, if (but only
if)  payment of the full  amount of such  principal,  premium or interest at all
offices  outside  of the  United  States  maintained  for such  purpose by us is
illegal or effectively precluded by exchange controls or similar restrictions.

     Unless otherwise indicated in the applicable prospectus supplement, we will
not be required to:

         o     issue,  register the transfer of or exchange  Debt  Securities of
               any series  during a period  beginning at the opening of business
               15 days before any selection of Debt Securities of that series of
               like tenor to be redeemed  and ending at the close of business on
               the day of that selection;

         o     register the transfer of or exchange any Registered Security,  or
               portion  thereof,  called for  redemption,  except the unredeemed
               portion of any Registered Security being redeemed in part;

         o     exchange any Bearer  Security  called for  redemption,  except to
               exchange such Bearer  Security for a Registered  Security of that
               series  and like  tenor that is  simultaneously  surrendered  for
               redemption; or

         o     issue,  register the  transfer of or exchange  any Debt  Security
               which has been  surrendered  for  repayment  at the option of the
               holder,  except the portion,  if any, of the Debt Security not to
               be so repaid.

Ranking of Debt Securities

     The Senior Debt Securities will be  unsubordinated  obligations of ours and
will rank equally in right of payment with all other unsubordinated indebtedness
of ours. The  Subordinated  Debt Securities will be obligations of ours and will
be  subordinated  in  right  of  payment  to  all  existing  and  future  Senior
Indebtedness.   The  prospectus   supplement  will  describe  the  subordination




                                        9





provisions and set forth the definition of "Senior  Indebtedness"  applicable to
the Subordinated Debt Securities,  and will set forth the approximate  amount of
such Senior Indebtedness outstanding as of a recent date.

Global Securities

     The Debt  Securities  of a series  may be issued in whole or in part in the
form of one or more global  securities that will be deposited with, or on behalf
of, a  "Depositary"  identified in the  prospectus  supplement  relating to such
series. Global Debt Securities may be issued in either registered or bearer form
and in either  temporary or permanent form.  Unless and until it is exchanged in
whole or in part for  individual  certificates  evidencing  Debt  Securities,  a
Global Debt Security may not be transferred except as a whole:

         o     by the Depositary to a nominee of such Depositary;

         o     by a nominee of such  Depositary  to such  Depositary  or another
               nominee of such Depositary; or

         o     by such  Depositary  or any such  nominee to a successor  of such
               Depositary or a nominee of such successor.

     The specific terms of the depositary  arrangement  with respect to a series
of Global Debt Securities and certain limitations and restrictions relating to a
series  of  Global  Bearer  Securities  will  be  described  in  the  applicable
prospectus supplement.

Outstanding Debt Securities

     In  determining  whether the holders of the requisite  principal  amount of
outstanding  Debt Securities have given any  authorization,  demand,  direction,
notice,  consent  or  waiver  under  the  relevant  Indenture,   the  amount  of
outstanding Debt Securities will be calculated based on the following:

         o     the portion of the principal amount of an Original Issue Discount
               Security that shall be deemed to be outstanding for such purposes
               shall be that portion of the principal  amount thereof that could
               be  declared  to  be  due  and  payable  upon  a  declaration  of
               acceleration  pursuant  to  the  terms  of  such  Original  Issue
               Discount Security as of the date of such determination;

         o     the principal amount of a Debt Security denominated in a currency
               other  than U.S.  dollars  shall be the U.S.  dollar  equivalent,
               determined on the date of original  issue of such Debt  Security,
               of the principal amount of such Debt Security; and

         o     any  Debt  Security  owned  by us or any  obligor  on  such  Debt
               Security or any  affiliate of us or such other  obligor  shall be
               deemed not to be outstanding.

Redemption and Repurchase

     The Debt  Securities  may be  redeemable  at our option,  may be subject to
mandatory redemption pursuant to a sinking fund or otherwise,  or may be subject
to  repurchase  by Swift at the  option  of the  holders,  in each case upon the
terms,  at the times and at the  prices set forth in the  applicable  prospectus
supplement.




                                       10




Conversion and Exchange

     The terms,  if any, on which Debt  Securities of any series are convertible
into or exchangeable for common stock, preferred stock, or other Debt Securities
will be set  forth  in the  applicable  prospectus  supplement.  Such  terms  of
conversion or exchange may be either mandatory, at the option of the holders, or
at our option.

Consolidation, Merger and Sale of Assets

     Each Indenture generally will permit a consolidation or merger,  subject to
certain  limitations and conditions,  between us and another  corporation.  They
also will permit the sale by us of all or substantially  all of our property and
assets. If this happens, the remaining or acquiring corporation shall assume all
of our  responsibilities  and  liabilities  under the  Indentures  including the
payment  of all  amounts  due on the  Debt  Securities  and  performance  of the
covenants in the Indentures.

     We are  only  permitted  to  consolidate  or merge  with or into any  other
corporation  or sell all or  substantially  all of our assets  according  to the
terms  and  conditions  of  the  Indentures,  as  indicated  in  the  applicable
prospectus   supplement.   The  remaining  or  acquiring   corporation  will  be
substituted  for us in the Indentures  with the same effect as if it had been an
original  party to the  Indenture.  Thereafter,  the successor  corporation  may
exercise  our rights and powers under any  Indenture,  in our name or in its own
name.  Any act or  proceeding  required or  permitted to be done by our board of
directors  or any of our  officers  may be done by the board or  officers of the
successor corporation.

Events of Default

     Unless  otherwise  specified in the applicable  prospectus  supplement,  an
Event of Default, as defined in the Indentures and applicable to Debt Securities
issued  under such  Indentures,  typically  will occur with  respect to the Debt
Securities of any series under the Indenture upon:

         o     default for a period to be specified in the applicable prospectus
               supplement  in payment of any  interest  with respect to any Debt
               Security of such series;

         o     default in payment of  principal  or any premium  with respect to
               any  Debt  Security  of  such  series  when  due  upon  maturity,
               redemption, repurchase at the option of the holder or otherwise;

         o     default in  deposit of any  sinking  fund  payment  when due with
               respect to any Debt Security of such series;

         o     default  by us in  the  performance,  or  breach,  of  any  other
               covenant or warranty in such Indenture, which shall not have been
               remedied  for  a  period  to  be  specified  in  the   applicable
               prospectus  supplement  after  notice  to  us by  the  applicable
               Trustee  or the  holders of not less than a fixed  percentage  in
               aggregate  principal  amount of the Debt Securities of all series
               issued under the applicable Indenture;

        o      certain events of  bankruptcy,  insolvency or  reorganization  of
               Swift; or

        o      any  other  Event  of  Default  that  may  be  set  forth  in the
               applicable prospectus  supplement,  including an Event of Default
               based  on  other  debt  being  accelerated,  known  as a  "cross-
               acceleration."




                                       11





     No  Event  of  Default  with  respect  to any  particular  series  of  Debt
Securities necessarily constitutes an Event of Default with respect to any other
series of Debt  Securities.  If the Trustee  considers it in the interest of the
holders to do so, the Trustee  under an  Indenture  may  withhold  notice of the
occurrence  of a default with respect to the Debt  Securities  to the holders of
any series  outstanding,  except a default in payment of principal,  premium, if
any, interest, if any.

     Each Indenture will provide that if an Event of Default with respect to any
series  of  Debt  Securities  issued  thereunder  shall  have  occurred  and  be
continuing,  either  the  relevant  Trustee  or the  holders of at least a fixed
percentage  in  principal  amount of the Debt  Securities  of such  series  then
outstanding may declare the principal  amount of all the Debt Securities of such
series to be due and payable immediately. In the case of Original Issue Discount
Securities, the Trustee may declare as due and payable such lesser amount as may
be specified in the  applicable  prospectus  supplement.  However,  upon certain
conditions,  such declaration and its consequences may be rescinded and annulled
by the holders of at least a fixed  percentage  in principal  amount of the Debt
Securities of all series issued under the applicable Indenture.

     The  applicable  prospectus  supplement  will provide the terms pursuant to
which an Event of  Default  shall  result  in  acceleration  of the  payment  of
principal of Subordinated Debt Securities.

     In the case of a default in the payment of  principal  of, or  premium,  if
any, or interest, if any, on any Subordinated Debt Securities of any series, the
applicable Trustee, subject to certain limitations and conditions, may institute
a judicial proceeding for the collection thereof.

     No holder of any of the Debt  Securities  of any series will have any right
to  institute  any  proceeding  with  respect  to the  Indenture  or any  remedy
thereunder,  unless the  holders  of at least a fixed  percentage  in  principal
amount of the outstanding Debt Securities of such series:

         o     have made  written  request  to the  Trustee  to  institute  such
               proceeding as Trustee,  and offered  reasonable  indemnity to the
               Trustee,

         o     the Trustee has failed to institute  such  proceeding  within the
               time period  specified in the  applicable  prospectus  supplement
               after receipt of such notice, and

         o     the  Trustee  has not  within  such  period  received  directions
               inconsistent  with such written  request by holders of a majority
               in principal  amount of the  outstanding  Debt Securities of such
               series.  Such  limitations  do  not  apply,  however,  to a  suit
               instituted by a holder of a Debt Security for the  enforcement of
               the payment of the principal of, premium,  if any, or any accrued
               and  unpaid  interest  on,  the Debt  Security  on or  after  the
               respective due dates expressed in the Debt Security.

     During the existence of an Event of Default under an Indenture, the Trustee
is required to exercise  such rights and powers vested in it under the Indenture
and use the same degree of care and skill in its  exercise  thereof as a prudent
person would  exercise under the  circumstances  in the conduct of such person's
own affairs.  Subject to the provisions of the Indenture  relating to the duties
of the  Trustee,  if an Event of  Default  shall  occur and be  continuing,  the
Trustee is under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders, unless such holders
shall have offered to the Trustee reasonable  security or indemnity.  Subject to
certain provisions concerning the rights of the Trustee, the holders of at least
a fixed percentage in principal amount of the outstanding Debt Securities of any
series  have the right to direct the time,  method and place of  conducting  any
proceeding  for any remedy  available to the Trustee,  or  exercising  any power
conferred on the Trustee with respect to such series.



                                       12





     The  Indentures  provide  that the  Trustee  will,  within the time  period
specified in the applicable  prospectus  supplement  after the occurrence of any
default,  give to the holders of the Debt  Securities  of such series  notice of
such default  known to it,  unless such default shall have been cured or waived;
provided  that the Trustee shall be protected in  withholding  such notice if it
determines in good faith that the  withholding of such notice is in the interest
of such  holders,  except in the case of a default in payment of principal of or
premium,  if any, on any Debt Security of such series when due or in the case of
any  default  in the  payment of any  interest  on the Debt  Securities  of such
series.

     Swift is  required to furnish to the  Trustee  annually a  statement  as to
compliance with all conditions and covenants under the Indentures.

Modification and Waivers

     From time to time, when authorized by resolutions of our board of directors
and by the Trustee, without the consent of the holders of Debt Securities of any
series, we may amend, waive or supplement the Indentures and the Debt Securities
of such series for certain specified purposes, including, among other things:

         o     to cure ambiguities, defects or inconsistencies;

         o     to provide for the  assumption of our  obligations  to holders of
               the Debt  Securities  of such  series  in the case of a merger or
               consolidation;

         o     to add to our Events of Default or our  covenants  or to make any
               change that would  provide any  additional  rights or benefits to
               the holders of the Debt Securities of such series;

         o     to add or change any  provisions of such  Indenture to facilitate
               the issuance of Bearer Securities;

         o     to establish  the form or terms of Debt  Securities of any series
               and any related coupons;

         o     to add  guarantors  with respect to the Debt  Securities  of such
               series;

         o     to secure the Debt Securities of such series;

         o     to maintain the  qualification  of the Indenture  under the Trust
               Indenture Act; or

         o     to make any change that does not  adversely  affect the rights of
               any holder.

     Other amendments and modifications of the Indentures or the Debt Securities
issued  thereunder  may be made by Swift and the Trustee with the consent of the
holders of not less than a fixed percentage of the aggregate principal amount of
the outstanding Debt Securities of each series affected, with each series voting
as a separate  class;  provided that,  without the consent of the holder of each
outstanding Debt Security affected, no such modification or amendment may:

         o     reduce the principal  amount of, or extend the fixed  maturity of
               the Debt Securities, or alter or waive any redemption, repurchase
               or sinking fund provisions of the Debt Securities;




                                       13



         o     reduce the amount of  principal of any  Original  Issue  Discount
               Securities  that would be due and payable upon an acceleration of
               the maturity thereof;

         o     change the currency in which any Debt  Securities  or any premium
               or the accrued interest thereon is payable;

         o     reduce the  percentage in principal  amount  outstanding  of Debt
               Securities  of any  series  which must  consent to an  amendment,
               supplement  or waiver or  consent  to take any  action  under the
               Indenture or the Debt Securities of such series;

         o     impair the right to  institute  suit for the  enforcement  of any
               payment on or with respect to the Debt Securities;

         o     waive a default in payment with respect to the Debt Securities or
               any guarantee;

         o     reduce the rate or extend the time for payment of interest on the
               Debt Securities;

         o     adversely  affect  the  ranking  of the  Debt  Securities  of any
               series;

         o     release  any  guarantor  from any of its  obligations  under  its
               guarantee or the Indenture,  except in compliance  with the terms
               of the Indenture; or

         o     solely in the case of a series of Subordinated  Debt  Securities,
               modify  any of the  applicable  subordination  provisions  or the
               applicable  definition of Senior Indebtedness in a manner adverse
               to any holders.

     The holders of a fixed  percentage  in  aggregate  principal  amount of the
outstanding  Debt  Securities  of any  series  may waive  compliance  by us with
certain  restrictive  provisions  of the relevant  Indenture,  including any set
forth in the applicable prospectus supplement. The holders of a fixed percentage
in aggregate  principal  amount of the outstanding Debt Securities of any series
may, on behalf of the holders of that series,  waive any past default  under the
applicable Indenture with respect to that series and its consequences,  except a
default in the payment of the principal of, or premium, if any, or interest,  if
any,  on any Debt  Securities  of such  series,  or in respect of a covenant  or
provision  which  cannot be modified or amended  without the consent of a larger
fixed percentage of holders or by the holder of each outstanding Debt Securities
of the series affected.

Discharge, Termination and Covenant Termination

     When we  establish a series of Debt  Securities,  we may provide  that such
series is subject to the termination and discharge  provisions of the applicable
Indenture. If those provisions are made applicable, we may elect either:

         o     to terminate and be discharged from all of our  obligations  with
               respect to those Debt Securities subject to some limitations; or

         o     to be released  from our  obligations  to comply  with  specified
               covenants relating to those Debt Securities,  as described in the
               applicable prospectus supplement.

     To effect that  termination or covenant  termination,  we must  irrevocably
deposit in trust with the relevant Trustee an amount which,  through the payment
of principal  and interest in  accordance  with their terms,  will provide money
sufficient to make payments on those Debt  Securities and any mandatory  sinking
fund or similar payments on those Debt  Securities.  This deposit may be made in
any combination of funds or government  obligations.  On such a termination,  we
will not be released from certain of our  obligations  that will be specified in
the applicable prospectus supplement.



                                       14



     To  establish  such a trust we must  deliver  to the  relevant  Trustee  an
opinion of counsel to the effect that the holders of those Debt Securities:

         o     will not recognize  income,  gain or loss for U.S. federal income
               tax  purposes  as  a  result  of  the   termination  or  covenant
               termination; and

         o     will be subject to U.S.  federal  income tax on the same amounts,
               in the same  manner  and at the same times as would have been the
               case if the termination or covenant termination had not occurred.

     If we effect covenant termination with respect to any Debt Securities,  the
amount of deposit with the relevant  Trustee must be  sufficient  to pay amounts
due on the Debt Securities at the time of their stated maturity.  However, those
Debt  Securities  may become due and payable  prior to their stated  maturity if
there is an Event of Default with  respect to a covenant  from which we have not
been released. In that event, the amount on deposit may not be sufficient to pay
all amounts due on the Debt Securities at the time of the acceleration.

     The applicable  prospectus  supplement may further describe the provisions,
if  any,  permitting   termination  or  covenant   termination,   including  any
modifications to the provisions described above.

Governing Law

     The Indentures and the Debt  Securities  will be governed by, and construed
in accordance with, the laws of the State of New York.

Regarding the Trustees

     The Trust  Indenture Act contains  limitations  on the rights of a trustee,
should it become a  creditor  of ours,  to obtain  payment  of claims in certain
cases or to realize on certain  property  received  by it in respect of any such
claims,  as security or otherwise.  Each Trustee is permitted to engage in other
transactions  with us from time to time,  provided that if such Trustee acquires
any conflicting interest, it must eliminate such conflict upon the occurrence of
an Event of Default under the relevant Indenture, or else resign.


                          DESCRIPTION OF CAPITAL STOCK

General


     As of the  date  of this  prospectus,  we are  authorized  to  issue  up to
90,000,000  shares of stock,  including up to 85,000,000  shares of common stock
and up to 5,000,000  shares of  preferred  stock.  As of March 31, 2001,  we had
24,709,565 shares of common stock and no shares of preferred stock  outstanding.
As of that date,  we also had  approximately  2,153,865  shares of common  stock
subject to issuance upon exercise of outstanding options.





                                       15



     The  following is a summary of the key terms and  provisions  of our equity
securities.  You should refer to the  applicable  provisions  of our articles of
incorporation,  bylaws, the Texas Business  Corporation Act and the documents we
have incorporated by reference for a complete  statement of the terms and rights
of our capital stock.

Common Stock

     Voting  Rights.  Each  holder of common  stock is  entitled to one vote per
share.  Subject to the rights, if any, of the holders of any series of preferred
stock  pursuant  to  applicable  law or the  provision  of  the  certificate  of
designation creating that series, all voting rights are vested in the holders of
shares of common  stock.  Holders of shares of common  stock have  noncumulative
voting  rights,  which  means  that the  holders  of more than 50% of the shares
voting for the election of directors  can elect 100% of the  directors,  and the
holders of the remaining shares voting for the election of directors will not be
able to elect any directors.

     Dividends.  Dividends  may be paid to the holders of common stock when,  as
and if declared by the board of directors  out of funds  legally  available  for
their payment,  subject to the rights of holders of any preferred  stock.  Swift
has never  declared a cash  dividend and intends to continue its policy of using
retained earnings for expansion of its business.

     Rights  upon  Liquidation.  In the event of our  voluntary  or  involuntary
liquidation,  dissolution  or winding  up, the  holders of common  stock will be
entitled to share equally, in proportion to the number of shares of common stock
held by them, in any of our assets available for distribution  after the payment
in full of all debts and  distributions  and after the  holders of all series of
outstanding preferred stock, if any, have received their liquidation preferences
in full.

     Non-Assessable.  All outstanding  shares of common stock are fully paid and
non-assessable.  Any  additional  common  stock we offer  and issue  under  this
Prospectus will also be fully paid and non- assessable.

     No  Preemptive  Rights.  Holders  of  common  stock  are  not  entitled  to
preemptive purchase rights in future offerings of our common stock.

     Listing.  Our outstanding shares of common stock are listed on the New York
Stock  Exchange  and the  Pacific  Stock  Exchange  under the symbol  "SFY." Any
additional common stock we issue will also be listed on the NYSE and the PSE.

Preferred Stock

     Our board of directors can, without approval of our shareholders, issue one
or more series of  preferred  stock and  determine  the number of shares of each
series and the rights, preferences and limitations of each series. The following
description of the terms of the preferred stock sets forth certain general terms
and provisions of our authorized preferred stock. If we offer preferred stock, a
description will be filed with the SEC and the specific  designations and rights
will be described in a prospectus supplement, including the following terms:

         o     the  series,  the number of shares  offered  and the  liquidation
               value of the preferred stock;

         o     the price at which the preferred stock will be issued;




                                       16




         o     the  dividend  rate,  the  dates on which the  dividends  will be
               payable and other terms  relating to the payment of  dividends on
               the preferred stock;

         o     the liquidation preference of the preferred stock;

         o     the voting rights of the preferred stock;

         o     whether the preferred stock is redeemable or subject to a sinking
               fund, and the terms of any such redemption or sinking fund;

         o     whether the preferred  stock is convertible or  exchangeable  for
               any other securities, and the terms of any such conversion; and

         o     any additional rights, preferences,  qualifications,  limitations
               and restrictions of the preferred stock.

     The  description of the terms of the preferred  stock to be set forth in an
applicable prospectus supplement will not be complete and will be subject to and
qualified  in its  entirety  by  reference  to the  certificate  of  designation
relating to the applicable series of preferred stock. The registration statement
of  which  this  prospectus  forms  a  part  will  include  the  certificate  of
designation as an exhibit or incorporate it by reference.

     Undesignated  preferred  stock may enable our board of  directors to render
more difficult or to discourage an attempt to obtain control of us by means of a
tender offer,  proxy contest,  merger or otherwise,  and to thereby  protect the
continuity  of our  management.  The issuance of shares of  preferred  stock may
adversely affect the rights of the holders of our common stock. For example, any
preferred stock issued may rank prior to our common stock as to dividend rights,
liquidation  preference or both,  may have full or limited voting rights and may
be convertible into shares of common stock. As a result,  the issuance of shares
of preferred  stock may  discourage  bids for our common stock or may  otherwise
adversely affect the market price of our common stock or any existing  preferred
stock.

     Any preferred stock will, when issued, be fully paid and non-assessable.

Anti-takeover Provisions

     Certain  provisions  in our  articles  of  incorporation,  bylaws  and  our
shareholders'  rights plan may encourage persons considering  unsolicited tender
offers or other  unilateral  takeover  proposals to negotiate  with our board of
directors rather than pursue non-negotiated takeover attempts.

     Our  Classified  Board of Directors.  Our bylaws  provide that our board of
directors is divided  into three  classes as nearly equal in number as possible.
The directors of each class are elected for three- year terms,  and the terms of
the three  classes  are  staggered  so that  directors  from a single  class are
elected at each annual meeting of stockholders.  A staggered board makes it more
difficult for  shareholders  to change the majority of the directors and instead
promotes continuity of existing management.

     Our Ability to Issue  Preferred  Stock.  As discussed  above,  our board of
directors can set the voting rights,  redemption  rights,  conversion rights and
other rights  relating to authorized but unissued  shares of preferred stock and
could issue that stock in either private or public transactions. Preferred stock
could be issued for the purpose of  preventing  a merger,  tender offer or other
takeover attempt which the board of directors opposes.



                                       17




     Our Rights Plan. Our board of directors has adopted a stockholders'  rights
plan.  The  rights  attach  to  all  common  stock   certificates   representing
outstanding  shares.  One  right is  issued  for  each  share  of  common  stock
outstanding.  Each right entitles the registered holder, under the circumstances
described below, to purchase from us one one-thousandth of a share of our Series
A Junior  Participating  Preferred  Stock,  a "Series  A"  share,  at a price of
$150.00 per one one-thousandth of a Series A share,  subject to adjustment.  The
dividend and liquidation rights and the  non-redemption  feature of the Series A
shares are designed so that the value of one  one-thousandth of a Series A share
purchasable  upon exercise of each right will approximate the value of one share
of common stock. The following is a summary of the terms of the rights plan. You
should  refer to the  applicable  provisions  of the  rights  plan which we have
incorporated by reference as an exhibit to the  registration  statement of which
this prospectus is a part.

     The rights will separate from the common stock and right  certificates will
be distributed to the holders of common stock as of the earlier of:

         o     10 business days following a public announcement that a person or
               group of affiliated persons has acquired beneficial  ownership of
               15% or more of our outstanding voting shares, or

         o     10 business days following the commencement or announcement of an
               intention  to  commence a tender  offer or  exchange  offer which
               would result in a person or group beneficially owning 15% or more
               of our outstanding voting shares.

     The rights are not exercisable  until rights  certificates are distributed.
The rights  will  expire on July 31,  2007  unless  that date is extended or the
rights are earlier redeemed or exchanged.

     If a person or group (with  certain  exceptions  for  investment  advisers)
acquires 15% or more of our voting shares,  each right then  outstanding,  other
than rights  beneficially owned by such person or group,  becomes a right to buy
that number of shares of common  stock or other  securities  or assets  having a
market value of two times the exercise price of the right.  The rights belonging
to the acquiring person or group become null and void.

     If Swift is acquired in a merger or other business  combination,  or 50% of
its  consolidated  assets or assets producing more than 50% of its earning power
or cash flow are sold,  each  holder of a right  will have the right to  receive
that number of shares of common stock of the acquiring company which at the time
of such  transaction  has a market value of two times the purchase  price of the
right.

     At any time after a person or group acquires beneficial ownership of 15% or
more of our  outstanding  voting shares and before the earlier of the two events
described  in the  prior  paragraph  or  acquisition  by a  person  or  group of
beneficial  ownership of 50% or more of our outstanding voting shares, our board
of directors may, at its option,  exchange the rights, other than those owned by
such person or group,  in whole or in part, at an exchange ratio of one share of
common stock or a fractional  share of Series A stock or other  preferred  stock
equivalent in value thereto, per right.

     The  Series  A  shares  issuable  upon  exercise  of  the  rights  will  be
non-redeemable  and rank junior to all other series of our preferred stock. Each
whole  Series A share  will be  entitled  to  receive a  quarterly  preferential
dividend in an amount per share equal to the greater of $1.00 in cash, or in the
aggregate,  1,000 times the dividend  declared on the common  stock,  subject to
adjustment.  In the  event of  liquidation,  the  holders  of Series A share may
receive a  preferential  liquidation  payment equal to the greater of $1,000 per
share, or in the aggregate, 1,000 times the payment made on the shares of common
stock. In the event of any merger,  consolidation or other  transaction in which




                                       18





the shares of common  stock are  exchanged  for or changed  into other  stock or
securities,  cash or other property,  each whole Series A share will be entitled
to receive 1,000 times the amount received per share of common stock. Each whole
Series A share will be entitled to 1,000  votes on all  matters  submitted  to a
vote of our stockholders and Series A shares will generally vote together as one
class with the common stock and any other capital stock on all matters submitted
to a vote of our stockholders.

     Prior to the earlier of the date it is determined  that right  certificates
are to be  distributed  or the  expiration  date of the  rights,  our  board  of
directors may redeem all, but not less than all, of the then outstanding  rights
at a price of $0.01 per right. Our board of directors in its sole discretion may
establish the effective date and other terms and  conditions of the  redemption.
Upon  redemption,  the ability to exercise  the rights  will  terminate  and the
holders of rights will only be entitled to receive the redemption price.

     As long as the rights are redeemable,  we may amend the rights agreement in
any manner except to change the redemption price. After the rights are no longer
redeemable,  we may,  except with  respect to the  redemption  price,  amend the
rights  agreement in any manner that does not adversely  affect the interests of
holders of the rights.

     Business Combinations Under Texas Law. Swift is a Texas corporation subject
to Part Thirteen of the Texas  Business  Corporation  Act known as the "Business
Combination  Law."  In  general,   the  Business  Combination  Law  prevents  an
affiliated  shareholder,  or its affiliates or associates,  from entering into a
business  combination with an issuing public  corporation  during the three-year
period immediately following the date on which the affiliated shareholder became
an affiliated shareholder, unless:

         o     before the date such person became an affiliated shareholder, the
               board of directors of the issuing public corporation approves the
               business combination or the acquisition of shares that caused the
               affiliated shareholder to become an affiliated shareholder; or

         o     not less than six  months  after the date such  person  became an
               affiliated  shareholder,  the business combination is approved by
               the  affirmative  vote of holders of at least two-  thirds of the
               issuing  public  corporation's   outstanding  voting  shares  not
               beneficially  owned  by  the  affiliated   shareholder,   or  its
               affiliates or associates.

An  affiliated  shareholder  is a person  that is or was  within  the  preceding
three-year  period  the  beneficial  owner  of 20% or  more  of a  corporation's
outstanding voting shares. An issuing public corporation  includes most publicly
held  Texas  corporations,   including  Swift.  The  term  business  combination
includes:

         o     mergers,  share exchanges or conversions involving the affiliated
               shareholder;

         o     dispositions  of  assets  involving  the  affiliated  shareholder
               having an  aggregate  value of 10% or more of the market value of
               the assets or of the outstanding common stock or representing 10%
               or more of the earning power or net income of the corporation;

         o     issuances or transfers of  securities by the  corporation  to the
               affiliated shareholder other than on a pro rata basis;

         o     plans or agreements  relating to a liquidation  or dissolution of
               the corporation involving an affiliated shareholder;




                                       19





         o     reclassifications,   recapitalizations,  distributions  or  other
               transactions  that  would  have  the  effect  of  increasing  the
               affiliated shareholder's percentage ownership of the corporation;
               and

         o     the receipt of tax,  guarantee,  loan or other financial benefits
               by an  affiliated  shareholder  other than  proportionately  as a
               shareholder of the corporation.

                        DESCRIPTION OF DEPOSITARY SHARES

     We may offer  preferred  stock  represented by depositary  shares and issue
depositary receipts evidencing the depositary shares. Each depositary share will
represent a fraction of a share of preferred stock. Shares of preferred stock of
each class or series  represented by depositary shares will be deposited under a
separate  deposit  agreement  among  us, a bank or trust  company  acting as the
"Depositary" and the holders of the depositary receipts. Subject to the terms of
the deposit agreement,  each owner of a depositary receipt will be entitled,  in
proportion  to the fraction of a share of  preferred  stock  represented  by the
depositary  shares  evidenced by the depositary  receipt,  to all the rights and
preferences of the preferred stock represented by such depositary shares.  Those
rights include any dividend,  voting,  conversion,  redemption  and  liquidation
rights.  Immediately  following the issuance and delivery of the preferred stock
to the Depositary, we will cause the Depositary to issue the depositary receipts
on our behalf.

     If depositary shares are offered, the applicable prospectus supplement will
describe the terms of such  depositary  shares,  the deposit  agreement  and, if
applicable, the depositary receipts, including the following, where applicable:

         o     the  payment  of  dividends  or other cash  distributions  to the
               holders of depositary  receipts when such dividends or other cash
               distributions are made with respect to the preferred stock;

         o     the  voting by a holder  of  depositary  shares of the  preferred
               stock underlying such depositary shares at any meeting called for
               such purpose;

         o     if  applicable,  the  redemption  of  depositary  shares  upon  a
               redemption  by us of  shares  of  preferred  stock  held  by  the
               Depositary;

         o     if applicable, the exchange of depositary shares upon an exchange
               by us of shares of  preferred  stock held by the  Depositary  for
               debt securities or common stock;

         o     if applicable,  the  conversion of the shares of preferred  stock
               underlying the depositary shares into shares of our common stock,
               other shares of our preferred stock or our debt securities;

         o     the terms upon which the  deposit  agreement  may be amended  and
               terminated;

         o     a summary of the fees to be paid by us to the Depositary;

         o     the terms upon which a Depositary may resign or be removed by us;
               and

         o     any other terms of the depositary  shares,  the deposit agreement
               and the depositary receipts.



                                       20




     If a holder of depositary  receipts  surrenders the depositary  receipts at
the  corporate  trust office of the  Depositary,  unless the related  depositary
shares have previously  been called for redemption,  converted or exchanged into
other securities of Swift, the holder will be entitled to receive at this office
the  number  of  shares  of  preferred  stock  and any  money or other  property
represented by such depositary  shares.  Holders of depositary  receipts will be
entitled  to  receive  whole  and,  to the  extent  provided  by the  applicable
prospectus supplement,  fractional shares of the preferred stock on the basis of
the  proportion  of preferred  stock  represented  by each  depositary  share as
specified  in  the  applicable  prospectus  supplement.  Holders  of  shares  of
preferred  stock  received in exchange for  depositary  shares will no longer be
entitled to receive depositary shares in exchange for shares of preferred stock.
If the holder  delivers  depositary  receipts  evidencing a number of depositary
shares that is more than the number of depositary shares representing the number
of shares of preferred  stock to be  withdrawn,  the  Depositary  will issue the
holder a new  depositary  receipt  evidencing  such excess  number of depositary
shares at the same time.

     Prospective  purchasers of  depositary  shares should be aware that special
tax,  accounting and other  considerations may be applicable to instruments such
as depositary shares.

                             DESCRIPTION OF WARRANTS

     We may issue warrants for the purchase of preferred or common stock, either
independently or together with other securities. Each series of warrants will be
issued under a warrant  agreement to be entered into between Swift and a bank or
trust  company.  You  should  refer to the  warrant  agreement  relating  to the
specific warrants being offered for the complete terms of such warrant agreement
and the warrants.

     Each  warrant  will  entitle the holder to purchase the number of shares of
preferred or common stock at the exercise  price set forth in, or  calculable as
set forth in any  applicable  prospectus  supplement.  The exercise price may be
subject to adjustment upon the occurrence of certain events, as set forth in any
applicable prospectus supplement.  After the close of business on the expiration
date of the warrant,  unexercised warrants will become void. The place or places
where, and the manner in which,  warrants may be exercised shall be specified in
any applicable prospectus supplement.

                              SELLING SHAREHOLDERS


     The  selling  shareholders  may  be  our  directors,   executive  officers,
employees or other holders of common stock.  The selling  shareholders  may from
time to time transfer shares to a donee,  successor or other person,  other than
for value, and such transfers will not be made pursuant to this prospectus. Such
donees,  successors  and other  transferees  also may effect sales of the shares
donated, distributed or transferred pursuant to this prospectus (as supplemented
or amended to reflect such  transaction  and donee,  distributee or transferee).
The  prospectus  supplement  for any  offering  of the  common  stock by selling
shareholders will include the following information:


        o      the names of the selling shareholders;

        o      the number of shares of common  stock held by each of the selling
               shareholders;

        o      the  percentage of the  outstanding  common stock held by each of
               the selling shareholders; and

        o      the  number  of shares of  common  stock  offered  by each of the
               selling shareholders.





                                       21




                              PLAN OF DISTRIBUTION

     We and any selling  shareholders  may sell the  securities  offered by this
prospectus and applicable prospectus supplements:

         o     through underwriters or dealers;

         o     through agents;

         o     directly to purchasers; or

         o     through a combination of any such methods of sale.

Any such underwriter,  dealer or agent may be deemed to be an underwriter within
the meaning of the Securities Act of 1933.

     The applicable  prospectus  supplement  relating to the securities will set
forth:

         o     their  offering  terms,  including  the  name  or  names  of  any
               underwriters, dealers or agents;

         o     the purchase  price of the securities and the proceeds to us from
               such sale;

         o     any   underwriting   discounts,   commissions   and  other  items
               constituting compensation to underwriters, dealers or agents;

         o     any initial public offering price;

         o     any  discounts  or  concessions  allowed or  reallowed or paid by
               underwriters or dealers to other dealers;

         o     in the case of debt securities,  the interest rate,  maturity and
               redemption provisions; and

         o     any securities exchanges on which the securities may be listed.

     If  underwriters  or dealers are used in the sale, the  securities  will be
acquired by the  underwriters or dealers for their own account and may be resold
from time to time in one or more  transactions  in accordance  with the rules of
the New York Stock Exchange and the Pacific Stock Exchange:

         o     at a fixed price or prices which may be changed;

         o     at market prices prevailing at the time of sale;

         o     at prices related to such prevailing market prices; or

         o     at negotiated prices.

The  securities  may  be  offered  to the  public  either  through  underwriting
syndicates  represented by one or more managing  underwriters or directly by one
or more of such firms.  Unless  otherwise set forth in an applicable  prospectus
supplement,   the  obligations  of  underwriters  or  dealers  to  purchase  the
securities will be subject to certain conditions  precedent and the underwriters




                                       22





or  dealers  will  be  obligated  to  purchase  all  the  securities  if any are
purchased. Any public offering price and any discounts or concessions allowed or
reallowed  or paid by  underwriters  or dealers to other  dealers may be changed
from time to time.

     Securities  may be sold directly by us or through  agents  designated by us
from time to time.  Any agent involved in the offer or sale of the securities in
respect of which this  prospectus and a prospectus  supplement is delivered will
be named, and any commissions  payable by us to such agent will be set forth, in
the  prospectus  supplement.   Unless  otherwise  indicated  in  the  prospectus
supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.

     If  so  indicated  in  the   prospectus   supplement,   we  will  authorize
underwriters,  dealers  or agents  to  solicit  offers  from  certain  specified
institutions  to purchase  securities  from us at the public  offering price set
forth in the  prospectus  supplement  pursuant  to  delayed  delivery  contracts
providing  for payment and  delivery  on a  specified  date in the future.  Such
contracts  will  be  subject  to any  conditions  set  forth  in the  prospectus
supplement and the prospectus  supplement will set forth the commission  payable
for  solicitation  of  such  contracts.   The  underwriters  and  other  persons
soliciting  such  contracts  will have no  responsibility  for the  validity  or
performance of any such contracts.

     Underwriters,  dealers and agents may be entitled under agreements  entered
into  with  us to  be  indemnified  by us  against  certain  civil  liabilities,
including  liabilities  under the Securities Act of 1933, or to  contribution by
Swift to payments  which they may be required to make.  The terms and conditions
of  such  indemnification   will  be  described  in  an  applicable   prospectus
supplement.  Underwriters,  dealers and agents may be  customers  of,  engage in
transactions  with,  or  perform  services  for,  us in the  ordinary  course of
business.

     Each class or series of securities  will be a new issue of securities  with
no established  trading market,  other than the common stock, which is listed on
the New York Stock Exchange and the Pacific Stock Exchange. We may elect to list
any other class or series of securities  on any exchange,  other than the common
stock,  but we are not obligated to do so. Any  underwriters  to whom securities
are  sold  by us for  public  offering  and  sale  may  make a  market  in  such
securities,  but  such  underwriters  will  not be  obligated  to do so and  may
discontinue  any market making at any time without  notice.  No assurance can be
given as to the liquidity of the trading market for any securities.

     Certain persons  participating  in any offering of securities may engage in
transactions  that  stabilize,  maintain  or  otherwise  affect the price of the
securities  offered.  In connection with any such offering,  the underwriters or
agents, as the case may be, may purchase and sell securities in the open market.
These  transactions may include  overallotment and stabilizing  transactions and
purchases to cover  syndicate  short  positions  created in connection  with the
offering.  Stabilizing transactions consist of certain bids or purchases for the
purpose  of  preventing  or  retarding  a  decline  in the  market  price of the
securities;  and syndicate short positions  involve the sale by the underwriters
or agents,  as the case may be, of a greater number of securities  than they are
required  to  purchase  from  us,  as the  case  may be,  in the  offering.  The
underwriters may also impose a penalty bid, whereby selling  concessions allowed
to syndicate members or other  broker-dealers  for the securities sold for their
account may be reclaimed by the syndicate if such  securities are repurchased by
the syndicate in  stabilizing  or covering  transactions.  These  activities may
stabilize,  maintain or  otherwise  affect the market  price of the  securities,
which may be higher  than the price  that  might  otherwise  prevail in the open
market,  and if commenced,  may be discontinued at any time. These  transactions
may be effected on the New York Stock Exchange,  the Pacific Stock Exchange,  in
the over-the-counter market or otherwise.  These activities will be described in
more detail in the sections entitled "Plan of Distribution" or "Underwriting" in
the applicable prospectus supplement.





                                       23





                                 LEGAL OPINIONS

     Jenkens & Gilchrist, A Professional Corporation, Houston, Texas, will issue
an opinion for Swift  regarding the legality of the  securities  offered by this
prospectus and  applicable  prospectus  supplement.  If the securities are being
distributed in an  underwritten  offering,  certain legal matters will be passed
upon for the  underwriters  by counsel  identified in the applicable  prospectus
supplement.


                                     EXPERTS

     The  audited  financial  statements   incorporated  by  reference  in  this
prospectus  and  elsewhere in the  registration  statement  have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as indicated in their
report with respect  thereto,  and is  incorporated  herein in reliance upon the
authority of said firm as experts in giving said report.

          Information referenced or incorporated by reference in this prospectus
regarding  our estimated  quantities of oil and gas reserves and the  discounted
present value of future net cash flows therefrom is based upon estimates of such
reserves  and  present  values  audited  by  H.J.  Gruy  and  Associates,  Inc.,
independent petroleum engineers.



                                       24





                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.          Other Expenses of Issuance and Distribution

     The following  table sets forth the costs and expenses  payable by Swift in
connection  with the sale of securities  being  registered  hereby.  None of the
following expenses will be paid by selling shareholders, if any. All amounts are
estimates, except the registration fee.


                                   Item Amount
SEC registration fee...........................................  $        56,642
Printing fees..................................................  $       250,000
Accounting fees and expenses...................................  $       140,000
Legal fees and expenses........................................  $       190,000
Blue Sky qualification fees and expenses.......................  $        12,000
Trustees' fees and expenses....................................  $        18,000
Rating agency fees.............................................  $        65,000
Miscellaneous expenses.........................................  $        25,000
                                                                 ---------------
         Total.................................................  $       756,642
                                                                 ===============

Item 15.          Indemnification of Officers and Directors

     Swift has the authority under Articles  2.02(A)(16) and 2.02-1 of the Texas
Business  Corporation  Act to indemnify its directors and officers to the extent
provided  for  in  such  statute.   Swift's  bylaws,  as  amended,  provide  for
indemnification  of its officers,  directors and employees to the fullest extent
permitted  by  Article  2.02-1  of the  Texas  Business  Corporation  Act.  With
shareholder  approval,  Swift amended its articles of  incorporation  to confirm
that Swift has the power to indemnify  certain persons in such  circumstances as
are provided in its Bylaws.  The amendment allows Swift to enter into additional
insurance  and  indemnity  arrangements  at the  discretion  of Swift's board of
directors. Swift has entered into indemnification agreements with certain of its
officers and  directors  which  indemnify the  individual to the fullest  extent
permitted by law.

     Article 7.06 of the Texas Miscellaneous  Corporation Laws Act provides that
a  corporation's  articles of  incorporation  may provide for the elimination or
limitation  of  a  director's  liability.   Swift's  Articles  of  Incorporation
eliminate the liability of directors to Swift or its  shareholders  for monetary
damages  for an act or omission in his  capacity  as a  director,  with  certain
specified  exceptions  to the fullest  extent  permitted  by Article 7.06 of the
Texas Miscellaneous Corporation Laws Act.

     Swift  maintains  insurance which will cover amounts that it is required to
pay  certain  of its  officers  and  directors  under the  indemnity  provisions
described  above and coverage for its officers  and  directors  against  certain
liabilities, including certain liabilities under the federal securities law.



                                      II-1



Item 16.          Exhibits



Exhibit No.                         Document Description
- ----------                          --------------------

                    

**1.1                  Form of Underwriting Agreement (Debt Securities)

**1.2                  Form of Underwriting Agreement (Common Stock)

**1.3                  Form of Underwriting Agreement (Preferred Stock)

**1.4                  Form of Underwriting Agreement (Depositary Shares)

**1.5                  Form of Underwriting Agreement (Warrants)

 *4.1                  Form(s) of Indentures between Swift Energy Company and Trustee to be
                       designated therein covering Debt Securities to be offered hereunder, including
                       Form of Note or Debenture attached thereto

**4.2                  Form of Certificate of Designation for Preferred Stock, including Specimen
                       Certificate

**4.3                  Form of Depositary Agreement between Swift Energy Company
                       and Depositary to be designated therein covering
                       Depositary Shares to be offered hereunder, including Form
                       of Depositary Receipt attached hereto

**4.4                  Form of Warrant Agreement and Trustee to be designated
                       therein covering Common Stock Warrants to be offered
                       hereunder, including Form of Common Stock Warrant
                       attached thereto

**4.5                  Form of Warrant Agreement and Trustee to be designated
                       therein covering Preferred Stock Warrants to be offered
                       hereunder, including Form of Preferred Stock Warrant
                       attached thereto

4.6                    Rights Agreement, including exhibits, as amended and restated as of March 31,
                       1999, between Swift Energy Company and American Stock Transfer & Trust
                       company, as Rights Agent (incorporated by reference to Exhibit 1 to Swift Energy
                       Company's Registration Statement on Form 8-A/A filed April 7, 1999)


***5                   Form of Opinion of Jenkens & Gilchrist, A Professional Corporation, as to the validity of
                       the Securities being registered hereunder


**8                    Form(s) of Opinion of Jenkens & Gilchrist, A Professional Corporation, as to Tax
                       Matters

*12                    Swift Energy Company Ratio of Earnings to Fixed Charges

*23.1                  Consent of H.J. Gruy and Associates, Inc.

*23.2                  Consent of Arthur Andersen LLP

**23.3                 Form of Consent of Jenkens & Gilchrist, A Professional Corporation (included in
                       Exhibit 5)

**23.4                 Form of Consent of Jenkens & Gilchrist, A Professional Corporation (included in
                       Exhibit 8)



                                      II-2







Exhibit No.                                 Document Description
- ----------                                  --------------------
                    

*24                    Power of Attorney (included on signature page)
**25                   Statement(s) on Form T-1 of Eligibility of Trustee for the Debt Securities



- --------------------------
*    Previously filed
**   To be filed by amendment or Form 8-K
***  Filed herewith


17.  Undertakings

(a)      The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made of
securities  registered  hereby, a post-effective  amendment to this registration
statement:

          (i) to include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) to reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be reflected in the form of prospectus  filed with the  Securities  and
     Exchange  Commission  pursuant to Rule 424(b) under the  Securities  Act of
     1933 if, in the  aggregate,  the changes in volume and price  represent  no
     more than a 20% change in the maximum aggregate offering price set forth in
     the "Calculation of Registration  Fee" table in the effective  registration
     statement;

          (iii) to include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material  change  to  such  information  in  the  registration   statement;
     provided,  however,  that the  undertakings  set forth in paragraph (i) and
     (ii) above do not apply if the  information  required  to be  included in a
     post-effective  amendment  by those  paragraphs  is  contained  in periodic
     reports filed by the registrant  pursuant to section 13 or section 15(d) of
     the Securities  Exchange Act of 1934 that are  incorporated by reference in
     this registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The  undersigned  registrant  hereby  understands  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the


                                      II-3





Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy as expressed  in the  Securities  Act of 1933 and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

(d) For the purposes of  determining  any liability  under the Securities Act of
1933, the information  omitted from the form of prospectus filed as part of this
registration  statement  in reliance  upon Rule 430A and  contained in a form of
prospectus  filed by the registrant  pursuant to Rule 424(b)(1) or (4) or 497(h)
under  the  Securities  Act  shall  be  deemed  to be part of this  registration
statement as of the time it was declared effective.

(e) For the purpose of  determining  any liability  under the  Securities Act of
1933, each post-effective  amendment that contains a form of prospectus shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(f) The undersigned  registrant hereby undertakes to file an application for the
purpose of determining  the  eligibility of the trustee to act under  subsection
(a) of Section 310 of the Trust  Indenture Act in accordance  with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of that Act.





                                      II-4



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, State of Texas, on July 19, 2001.

                                           SWIFT ENERGY COMPANY


                                           By: /s/ Terry E. Swift
                                           -------------------------------------
                                           Terry E. Swift
                                           President and Chief Executive Officer

     Each  person  whose  signature   appears  below  as  a  signatory  to  this
Registration  Statement  constitutes  and  appoints  Terry E. Swift and Alton D.
Heckaman, Jr. or either of them, his true and lawful  attorney-in-fact and agent
with full power of  substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this  Registration  Statement,  and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission,  granting unto said  attorney-in-fact and agent, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated,  in multiple counterparts with the effect
of one original.



                  Signatures                                  Title                              Date
                  ----------                                  -----                              ----

                                                                                         

- --------------------------------                 Chairman of the Board*                        July 19, 2001
A. Earl Swift


/s/ Terry E. Swift
- --------------------------------                 President, Chief Executive Officer            July 19, 2001
Terry E. Swift                                   (Principal Executive Officer)
                                                 and Director

/s/ Alton D. Heckaman, Jr.
- --------------------------------                 Senior Vice President                         July 19, 2001
Alton D. Heckaman, Jr.                           Chief Financial Officer
                                                 (Principal Financial Officer)


- --------------------------------                 Controller*                                    July 19, 2001
David W. Wesson                                  (Principal Accounting Officer)













                                                                                         

- --------------------------------                 Director*                                     July 19, 2001
Virgil N. Swift



- --------------------------------                 Director*                                     July 19, 2001
G. Robert Evans


- --------------------------------                 Director
Henry C. Montgomery


- --------------------------------                 Director
Clyde W. Smith, Jr.



- --------------------------------                 Director*                                     July 19, 2001
Harold J. Withrow


/s/ Terry E. Swift
- --------------------------------
*Terry E. Swift
Attorney-In-Fact pursuant to power of
attorney contained in original filing
of this Registration Statement