As filed with the Securities and Exchange Commission on October 1, 2002
                                            Registration Statement No.
                                                                      ----------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              SWIFT ENERGY COMPANY
             (Exact name of Registrant as specified in its charter)

         Texas                                                  74-2073055
(State of incorporation)                                     (I.R.S. Employer
                                                             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
               principal 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.g. |_|
     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. |_|


                         CALCULATION OF REGISTRATION FEE
======================================== ================== ==================== ==================== ==============
                                                             Proposed Maximum     Proposed Maximum      Amount of
        Title of Each Class of             Amount being       Offering Price     Aggregate Offering   Registration
      Securities to be Registered           Registered         Per Share (1)        Price (1)(2)           Fee
---------------------------------------- ------------------ -------------------- -------------------- --------------
                                                                                          
Common Stock, $0.01 par value (3)         300,000 shares          $10.60            $3,180,000.00        $293.00
======================================== ================== ==================== ==================== ==============

(1)  Calculated  pursuant to Rule 457(c) under the  Securities  Act of 1933,  as
     amended,  and based upon the average of the high and low prices reported on
     the New York Stock Exchange, Inc. on September 30, 2002.
(2)  This  registration  statement  shall  also cover any  additional  shares of
     common stock which become issuable by reason of any stock  dividend,  stock
     split,  recapitalization or other similar transaction  effected without the
     receipt of consideration  which results in an increase in the number of the
     outstanding shares of common stock.
(3)  Attached to each share of common stock is 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.  Until the  occurrence  of  certain  prescribed
     events, none of which has occurred,  the rights are not detachable from the
     common stock nor exercisable  and will be transferred  along with, and only
     with,  the common  stock.  Accordingly,  no  separate  registration  fee is
     payable with respect thereto.

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.



The  information in this  prospectus is not complete and may be changed.  Antrim
may not sell these securities  until the  registration  statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and we  are  not  soliciting  offers  to buy  these
securities, in any state where the offer or sale is not permitted.

                  SUBJECT TO COMPLETION, DATED OCTOBER 1, 2002


PROSPECTUS

                              Swift Energy Company

                                 300,000 Shares

        To be offered by Marabella Enterprises Limited, a shareholder of
                              Swift Energy Company


     This  prospectus  relates  to the offer and sale by  Marabella  Enterprises
Limited,  a  wholly-owned  subsidiary of Bligh Oil & Minerals  N.L.,  and by any
pledgees of its shares of up to 300,000 presently issued and outstanding  shares
of common stock, par value $0.01 per share. We will receive none of the proceeds
from the sale of the shares by Marabella.  For a description of our common stock
and related rights, see "Description of Capital Stock."

     Under an asset purchase agreement with Marabella and its affiliates, we are
obligated to register these 300,000 shares, and to maintain the effectiveness of
this registration  statement until September 30, 2003. The sale of the shares by
Marabella is not currently subject to any underwriting  agreement.  See "Plan of
Distribution."

     The shares may be sold by Marabella  and by any pledgees of its shares from
time to time on the New York Stock  Exchange or such other  national  securities
exchange or automated  interdealer quotation system on which our common stock is
then listed,  through  negotiated  transactions  or otherwise,  at market prices
prevailing at the time of sale or at negotiated prices. Under our asset purchase
agreement with Marabella and its affiliates,  Marabella together with any of its
pledgees  may not sell more  than a total of  60,000 of these  shares in any one
week until September 30, 2003. See "Plan of Distribution."

     Our common  stock is traded on the New York Stock  Exchange and the Pacific
Exchange  under the  symbol  "SFY." The last  reported  sale price of our common
stock on September 30, 2002 on the New York Stock Exchange was $10.40 per share.

     Marabella,  any of its  pledgees  of the  300,000  shares  and  any  broker
executing  selling  orders on their  behalf  may be deemed to be  "underwriters"
within the meaning of the  Securities Act of 1933.  Commissions  received by any
broker may be deemed to be underwriting commissions under the Securities Act.

                         -------------------------------
                  Investing in our common stock involves risks.
                     See "Risk Factors" beginning on page 2.
                         -------------------------------

     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 _______________, 2002






     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.





                                TABLE OF CONTENTS
                                                                Page
                                                             
About This Prospectus.............................................1

Where You Can Find More Information...............................1

Risk Factors......................................................2

Forward-Looking Statements........................................6

The Company.......................................................6

Use Of Proceeds...................................................8

Description Of Capital Stock......................................8

Selling Shareholders.............................................12

Plan Of Distribution.............................................12

Legal Matters....................................................14

Experts..........................................................14



                                       i




                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration  statement that we filed with the
Securities  and  Exchange  Commission,  or "SEC,"  using a "shelf"  registration
process. Under the shelf process, Marabella and other selling shareholders using
this  registration  statement  may sell up to a total of  300,000  shares of the
common  stock  described  in  this  prospectus  in one or more  offerings  until
September 30, 2003. You should read this  prospectus,  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, where applicable, its subsidiaries.


                       WHERE YOU CAN FIND MORE INFORMATION

Available Information

     We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended,  or "Exchange  Act," which  requires us to file annual,
quarterly and special reports,  proxy statements and other  information with the
SEC.  You may read and copy any  document  that we file at the public  reference
rooms of the SEC in  Washington,  D.C., New York and Chicago,  Illinois.  Please
call the SEC at 1-800-SEC-0330  for further  information on the operation of its
public reference rooms. You may also access our filings 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, as amended,  or "Securities
Act." 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  being  offered  hereunder.  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.

Incorporation by Reference

     The SEC allows us to "incorporate by reference" certain information we file
with them into this  prospectus,  which  means  that we can  disclose  important
information to you by referring you to other  documents  filed with the SEC. 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 Exchange Act until
the  earlier  of the  sale by the  selling  shareholders  of all the  securities
covered by this prospectus or September 30, 2003:

1.   Our Annual Report on Form 10-K for the year ended December 31, 2001;

2.   Our Quarterly  Reports on Form 10-Q for the fiscal quarters ended March 31,
     2002 and June 30, 2002;

3.   The description of our common stock contained in our registration statement
     on Form 8-A filed on July 24,  1981,  as  amended  through  June 24,  1991,
     including  any  amendment  or report filed before or after the date of this
     prospectus for the purpose of updating the description;







4.   Our Current  Reports on Form 8-K filed on April 10,  2002,  April 15, 2002,
     April 16, 2002 and June 18, 2002;  and

5.   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 (other than an exhibit to a filing,
unless that exhibit is specifically  incorporated by reference into that filing)
at no cost,  by writing or  telephoning  Alton D.  Heckaman,  Jr.,  Senior  Vice
President - Finance and Chief Financial  Officer,  Swift Energy  Company,  Suite
400, 16825 Northchase Drive, Houston, Texas 77060, phone: (281) 874-2700.

                                  RISK FACTORS

     An investment in our stock involves significant risks. You should carefully
consider the following  risk factors  before you decide to purchase Swift stock.
You should also  carefully  read and  consider  all of the  information  we have
included or incorporated  by reference in this  prospectus  before you decide to
purchase Swift stock.

Oil and  natural  gas prices are  volatile.  A  substantial  decrease in oil and
natural gas prices would adversely affect our financial results.

     Our future financial condition,  results of operations and the value of our
oil and natural gas properties  depend  primarily upon market prices for oil and
natural gas. Oil and natural gas prices historically have been volatile and will
likely continue to be volatile in the future. The prices for oil and natural gas
are subject to wide  fluctuation in response to relatively  minor changes in the
supply of and demand for oil and  natural  gas,  market  uncertainty,  worldwide
economic conditions,  weather conditions, import prices, political conditions in
major oil producing  regions,  especially  the Middle East, and actions taken by
OPEC.  A  significant  decrease  in price  levels for an extended  period  would
negatively affect us in several ways:

     o    our cash flow would be reduced, decreasing funds available for capital
          expenditures employed to replace reserves or increase production;

     o    certain  reserves  would no longer be economic to produce,  leading to
          both lower proved reserves and cash flow;

     o    our lenders could reduce the borrowing base under our credit  facility
          because of lower oil and gas reserve  values,  reducing our  liquidity
          and possibly requiring mandatory loan repayments; and

     o    access to other sources of capital,  such as equity or long-term  debt
          markets,  could be  severely  limited  or  unavailable  in a low price
          environment.

          Consequently, our revenues and profitability would suffer.

Our debt reduces our financial flexibility, and our debt levels may increase.

     At August 31, 2002, our long term debt comprised  approximately  48% of our
total capitalization. Increased debt:

                                       2



     o    would require us to dedicate a significant portion of our cash flow to
          the payment of interest;

     o    would subject us to a higher  financial  risk in an economic  downturn
          due to substantial debt service costs;

     o    would limit our ability to obtain financing or raise equity capital in
          the future; and

     o    may place us at a competitive  disadvantage  to the extent that we are
          more highly leveraged than some of our peers.

     Subject to  restrictions  in our credit facility and the indentures for our
senior  subordinated  notes due 2009 and 2012,  as of August 31, 2002,  we had a
$300.0 million credit  facility with a borrowing base of $195.0 million of which
$190.3  million was  available  for  borrowing.  If we increase  our debt levels
further, the risks discussed above would become greater.

If we cannot  replace our reserves,  our revenues and financial  condition  will
suffer.

     Unless we successfully  replace our reserves,  our production will decline,
resulting in lower revenues and cash flow. When oil and gas prices decrease, our
cash flow  decreases,  resulting in less available cash to drill and replace our
reserves and an increased need to draw on our bank line of credit.

Drilling wells is speculative and capital intensive.

     Developing  and exploring for oil and gas properties  requires  significant
capital  expenditures and involves a high degree of financial risk. The budgeted
costs of drilling,  completing  and operating  wells are often  exceeded and can
increase  significantly  when drilling costs rise.  Drilling may be unsuccessful
for  many  reasons,  including  geological  or  title  problems,  weather,  cost
overruns,  equipment  shortages  and  mechanical  difficulties.   Moreover,  the
successful  drilling  of an oil  or  gas  well  does  not  ensure  a  profit  on
investment.  Exploratory wells bear a much greater risk of loss than development
wells. A variety of factors,  both  geological and  market-related,  can cause a
well to become  uneconomical or only marginally  economic.  In addition to their
cost, unsuccessful wells can hurt our efforts to replace reserves.

Estimates of proved  reserves are  uncertain,  and revenues from  production may
vary from expectations significantly.

     The  quantities  and  values  of  our  proved  reserves  included  in  this
prospectus  and the  documents  we  have  incorporated  by  reference  are  only
estimates and subject to numerous  uncertainties.  Estimates by other  engineers
might differ  materially.  The accuracy of any reserve estimate is a function of
the quality of available data and of engineering and geological  interpretation.
These estimates depend on assumptions  regarding quantities and production rates
of recoverable  oil and gas reserves,  future prices for oil and gas, and timing
and amounts of development  expenditures  and operating  expenses,  all of which
will  vary  from  those  assumed  in  our  estimates.  These  variances  may  be
significant.  For example,  in 2001 the net  reduction in our estimate of proved
reserves in New Zealand was approximately 37 Bcfe.

     Any  significant  variance  from the  assumptions  used could result in the
actual  amounts of oil and gas  ultimately  recovered  and future net cash flows
being  materially  different  from the  estimates  in our  reserve  reports.  In
addition, results of drilling,  testing,  production and changes in prices after
the date of the estimate may result in  substantial  downward  revisions.  These
estimates  may not  accurately  predict the present value of net cash flows from
oil and gas reserves.

                                       3


     At December 31, 2001,  approximately  50% of our estimated  proved reserves
were  undeveloped.   Recovery  of  undeveloped   reserves   generally   requires
significant capital expenditures and successful drilling operations. The reserve
data  assumes  that we can and will make these  expenditures  and conduct  these
operations successfully, which may not occur.

We incurred a write down of the carrying  values of our properties in the fourth
quarter of 2001 and could incur additional write downs in the future.

     Under the full cost method of accounting, SEC accounting rules require that
on a quarterly  basis we review the carrying value of our oil and gas properties
on a country by country basis for possible write down or impairment. Under these
rules,  capitalized costs of proved reserves may not exceed a ceiling calculated
at the  present  value of  estimated  future  net  revenues  from  those  proved
reserves,  determined  using a 10% per year discount and  unescalated  prices in
effect  as of the end of each  fiscal  quarter.  Capital  costs in excess of the
ceiling must be permanently written down.

     We recorded an after-tax, non-cash charge during the fourth quarter of 2001
of $63.5 million.  This type of write down results in a charge to earnings and a
reduction  of  shareholders'  equity,  but does not  impact  our cash  flow from
operating activities.  Once incurred,  write downs are not reversible at a later
date. If commodity prices continue to decline or if we have downward oil and gas
reserve revisions, we could incur additional write downs in the future. See "The
Company."

Reserves on properties we buy may not meet our expectations and could change the
nature of our business.

     Property  acquisition  decisions  are  based  on  various  assumptions  and
subjective  judgments that are speculative.  Although  available  geological and
geophysical  information  can  provide  information  about  the  potential  of a
property,  it is impossible to predict  accurately a property's  production  and
profitability.  Furthermore,  future  acquisitions  may change the nature of our
operations and business.

     In addition,  we may have difficulty  integrating future  acquisitions into
our operations,  and they may not achieve our desired profitability  objectives.
Likewise,  as is customary  in the  industry,  we generally  acquire oil and gas
acreage  without any warranty of title except  through the  transferor.  In many
instances,  title  opinions are not obtained  if, in our  judgment,  it would be
uneconomical  or  impractical  to do so. Losses may result from title defects or
from defects in the assignment of leasehold rights. While our current operations
are primarily in Texas, Louisiana and New Zealand, we may pursue acquisitions of
properties   located  in  other  geographic  areas,  which  would  decrease  our
geographical  concentration,  and could  also be in areas in which we have no or
limited experience.

We may have difficulty competing for oil and gas properties or supplies.

     We  operate  in a highly  competitive  environment,  competing  with  major
integrated  and  independent   energy   companies  for  desirable  oil  and  gas
properties,  as well as for the  equipment,  labor  and  materials  required  to
develop and operate such  properties.  Many of these  competitors have financial
and technological  resources substantially greater than ours. The market for oil
and  gas  properties  is  highly  competitive  and  we  may  lack  technological
information or expertise  available to other bidders.  We may incur higher costs
or be unable to acquire and develop  desirable  properties  at costs we consider
reasonable because of this competition.

                                       4


Governmental regulations are costly and complex, especially regulations relating
to environmental protection.

     Our  exploration,   production  and  marketing   operations  are  regulated
extensively at the international,  federal,  state and local levels.  These laws
and regulations affect the costs,  manner and feasibility of our operations.  As
an  owner  and  operator  of  oil  and  gas   properties,   we  are  subject  to
international,  federal,  state  and  local  laws and  regulations  relating  to
discharge of materials  into, and protection of, the  environment.  We have made
and will continue to make significant expenditures in our efforts to comply with
the requirements of these  environmental laws and regulations,  which may impose
liability on us for the cost of pollution  clean-up  resulting from  operations,
subject  us to  liability  for  pollution  damages  and  require  suspension  or
cessation of operations in affected  areas.  Changes in or additions to laws and
regulations  regarding the  protection  of the  environment  could  increase our
compliance costs and might hurt our business.

     We are subject to state and local regulations  domestically and are subject
to New  Zealand  regulations  that  impose  permitting,  reclamation,  land use,
conservation and other  restrictions on our ability to drill and produce.  These
laws and  regulations  can  require  well and  facility  sites to be closed  and
reclaimed.  We frequently  buy and sell  interests in properties  that have been
operated  in the past,  and as a result of these  transactions  we may retain or
assume  clean-up or reclamation  obligations  for our own operations or those of
third parties.

We may be exposed to financial and other  liabilities as the general  partner in
71 limited partnerships.

     We  currently  serve  as  the  managing   general  partner  of  71  limited
partnerships,  all  but six of  which  are in the  process  of  liquidating  and
terminating their operations.  We are contingently liable for our obligations as
a general  partner,  including  any  liabilities  that  cannot  be  repaid  from
partnership  assets or insurance  proceeds.  In the future, we may be exposed to
litigation in connection with the partnerships.

We are exposed to the risk of financial non-performance by customers.

     Our  ability to  collect  on sales to our  customers  is  dependent  on the
liquidity of our customer base.


                                       5


                           FORWARD-LOOKING STATEMENTS

     Some of the  information  included in this  prospectus 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;

     o    acts of war or terrorism; 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, 2001.

     When considering these forward-looking  statements, you should keep in mind
the risk factors and other  cautionary  statements  in this  prospectus  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.

                                   THE COMPANY

     Swift  Energy  Company,  a  Texas   corporation,   engages  in  developing,
exploring,  acquiring,  and  operating oil and gas  properties,  with a focus on
onshore oil and natural gas reserves in Texas and  Louisiana and onshore oil and
natural gas reserves in New Zealand.



                                       6


     Year-end 2001 reserves  quantities  increased  approximately  3% from 629.4
Bcfe at year-end 2000 to 645.8 Bcfe, with a reserve  replacement rate of 137% of
2001  production.  The 62.1 Bcfe of proved  developed  reserves as  estimated at
December 31, 2001, associated with the TAWN assets we acquired in New Zealand in
January 2002 were not included in our 2001 year-end reserve report. The reserves
associated  with the acquisition of assets from Antrim Energy Inc. in March 2002
were also not reflected in our 2001 year-end reserve report.

     We focus our business in the following core areas:



                                                        Net Proved Reserves and Production as of Year-End 2001
                                                   -----------------------------------------------------------------
        Area                    Location               Reserves                Percent               Production
                                                                                 of
                                                      Quantities               Proved
                                                        (Bcfe)                Reserves                 (Bcfe)
---------------------     ---------------------    ------------------    --------------------     ------------------
                                                                                           
AWP Olmos                 South Texas                    207.5                  32%                    13.0
Masters Creek             Western Louisiana              104.7                  16%                    15.3
Lake Washington           Southern Louisiana              72.5                  11%                     1.2
Brookeland                East Texas                      59.1                   9%                     6.5
Rimu/Kauri                New Zealand                    101.9                  16%                     0.5

Other                                                    100.1                  16%                     8.3
                                                   ------------------    --------------------     ------------------
                          Total                          645.8                 100%                    44.8
                                                   ==================    ====================     ==================


     We have a well-balanced  portfolio of oil and gas properties and prospects.
The AWP Olmos and Lake Washington areas are characterized by long-lived reserves
that we expect to produce steadily over a long period of time. The Masters Creek
and  Brookeland  areas are  characterized  by  shorter-lived  reserves with high
initial rates of production that decline more rapidly.

     Swift's philosophy is to pursue a balanced growth strategy that includes an
active drilling program, strategic acquisitions, and the utilization of advanced
technologies. Over the past five fiscal years we have spent an average of 11% of
our capital  expenditure  budget on  exploration  drilling,  51% on  development
activities,  19% on proved property  acquisitions and 14% on lease acquisitions.
Our strategy is to grow through  drilling on our core properties and in emerging
growth  areas  when  oil  and  gas  prices  are  strong,  with  a  shift  toward
acquisitions  when prices weaken. We believe this balanced approach has resulted
in our  ability  to  grow  reserves  in a  relatively  low  cost  manner,  while
participating in the upside potential of exploration.  Over the five-year period
ended  December 31, 2001, we replaced 302% of our  production at an average cost
of $1.26 per Mcfe.

     Capital  expenditures  for development  and  exploration  drilling were $44
million  in 1999 and  $115.5  million  in 2000,  while  the  amounts  spent  for
acquisitions  were  $20.6  million in 1999 and $33.4  million  in 2000.  In 2001
drilling  expenditures totaled $183.2 million,  while $40.5 million was spent to
acquire producing properties. For 2002, our capital expenditures,  excluding the
net effect of acquisitions  and  dispositions,  are currently  expected to range
from approximately $90.0 million to $106.0 million.

     We recorded a domestic,  non-cash,  full cost ceiling adjustment during the
fourth  quarter of 2001.  This  domestic  $98.9  million  pre-tax  charge ($63.5
million  after-tax)  resulted  from the  application  of  ceiling  test rules as
prescribed  by the SEC for  companies  that  follow  the  full  cost  method  of
accounting. Under the full cost method of accounting, a company's net book value
of its oil and gas  properties,  less related  deferred  income  taxes,  may not
exceed a calculated "ceiling." If the capitalized costs exceed this ceiling, the
excess capitalized costs must be written down and expensed.  Full cost companies
must use the  prices in  effect  at the end of each  quarter  to  calculate  the
ceiling value of reserves.

                                       7


     Our credit  facility of $190.0  million,  with a  borrowing  base of $275.0
million expires on October 1, 2005.

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

                                 USE OF PROCEEDS

     Marabella and other selling  shareholders,  if any, will receive all of the
proceeds from the sale of the shares being offered by this  prospectus.  We will
not receive any of the proceeds from the sale of the shares.

                          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 the close of business on
August  31,  2002,  we had  26,893,069  shares of common  stock and no shares of
preferred  stock  outstanding.  As of  August  31,  2002,  we had  approximately
2,753,909   shares  of  common  stock  subject  to  issuance  upon  exercise  of
outstanding options.

     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, 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, including the common stock being offered under this prospectus.


                                       8


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

     Listing. Our outstanding shares of common stock, including the shares being
offered using this  prospectus,  are listed on the New York Stock Exchange under
the symbol "SFY."

Preferred Stock

     Our board of directors can, without approval of our shareholders, issue one
or more  series of  preferred  stock and  determine  the terms of the  preferred
stock, 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;

     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.

     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.

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

                                       9

each annual meeting of shareholders. 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.

     Our Rights Plan. Our board of directors has adopted a shareholders'  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 rights 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.

                                       10



     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 shares 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
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 shareholders 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 shareholders.

     Prior to the earlier of the date it is determined that rights  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  the  affiliated   shareholder's   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;


                                       11



     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;

     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.

                              SELLING SHAREHOLDERS

     The selling shareholders are Marabella Enterprises Limited, c/o Bligh Oil &
Minerals  N.L.,  Level  10,  Suite 1, 100  William  Street,  Sydney,  NSW  2011,
Australia,  and any  pledgees  of  Marabella  under bona fide arm's  length loan
transactions  with third party banks or financial  institutions or a broker or a
dealer. Based on information available to us as of September 30, 2002, Marabella
beneficially  owns 300,000  shares of common stock,  which may be offered by the
selling shareholders, and assuming the sale of all of the common stock which may
be offered and sold hereunder,  Marabella  would not, to our knowledge,  own any
shares of Swift  common  stock after this  offering.  The total number of shares
being offered hereunder represents  approximately 1.1% of our outstanding shares
of common stock as of September 30, 2002.  Marabella and its affiliates have not
had any relationship  with Swift that is material to Swift within the past three
years other than their joint  ownership of certain oil and gas  interests in New
Zealand.  Under an asset purchase  agreement between Swift and Marabella and its
affiliates relating to Swift's  acquisition from them of these interests,  until
September 30, 2003, the selling  shareholders are permitted to sell no more than
a total of 60,000 shares of Swift common stock in any calendar  week.  See "Plan
of Distribution."

                              PLAN OF DISTRIBUTION

     Swift is registering,  under the Securities Act of 1933, the 300,000 shares
of its common stock being offered hereby by Marabella and its pledgees,  if any.
Swift will pay the expenses of  registration  of the shares.  Marabella will pay
any brokerage  commissions and similar selling expenses attributable to the sale
of the shares.  Swift will receive no part of the proceeds  from the sale of the
shares by the selling  shareholders.  Marabella  has agreed to  indemnify  Swift
against certain losses,  claims, damages and liabilities incident to the sale of
the shares, including liabilities under the Securities Act.

     Marabella  has informed  Swift that it may effect sales of shares from time
to time in:

     o    ordinary   brokerage   transactions  and  transactions  in  which  the
          broker-dealer solicits purchasers,

     o    block trades, in which the  broker-dealer  will attempt to sell shares
          as agent  but may  position  and  resell  a  portion  of the  block as
          principal to facilitate the transaction,


                                       12



     o    purchases  by  a   broker-dealer   as  principal  and  resale  by  the
          broker-dealer for its account,

     o    an exchange  distribution  or special  offering in accordance with the
          rules of the applicable exchange,

     o    privately negotiated transactions,

     o    short sales,

     o    sales  by  broker-dealers  of  a  specified  number  of  shares  at  a
          stipulated price per share,

     o    a combination of any such methods of sale, and

     o    any other method permitted pursuant to applicable law,

at market prices prevailing at the time of sale, or at negotiated prices.  These
sales may or may not involve  brokers or dealers.  Marabella may also pledge the
shares to a broker or dealer and upon a default, the broker or dealer may effect
sales of the pledged shares.  Marabella has advised Swift that Marabella has not
entered  into  any  agreements,   understandings   or   arrangements   with  any
underwriters or broker-dealers regarding the sale of the shares, nor is there an
underwriter or  coordinating  broker acting in connection with the proposed sale
of shares by Marabella.

     Swift originally issued the shares offered hereunder to Marabella under the
terms of an asset purchase  agreement attached as an exhibit to the registration
statement  of which this  prospectus  is a part.  The asset  purchase  agreement
governed the purchase by Swift from Marabella and an affiliated  entity of their
participating interest in certain New Zealand oil and gas interests.  Under that
agreement,  until September 30, 2003,  Marabella and any pledgees of the shares,
together with parties who acquire shares from pledgees, may not sell more than a
total of 60,000  shares in any calendar  week.  Swift has placed a stop transfer
notation  to this  effect in its stock  transfer  book with regard to the shares
offered hereunder.

     Marabella and any other  selling  shareholders,  and any broker,  dealer or
other  agent  that  acts on their  behalf in  connection  with the sale of these
shares, may be deemed to be "underwriters"  within the meaning of the Securities
Act, in which event  compensation  received by any such broker,  dealer or agent
and  profit  on any  resale  of the  shares  may be  deemed  to be  underwriting
discounts or commissions  under the Securities  Act.  Commissions  received by a
broker, dealer or agent may be in excess of customary compensation.

     The shares offered  hereunder may also be sold by the selling  shareholders
in the future in accordance  with Rule 144 under the Securities Act by complying
with the requirements of that rule.

     Because Marabella and any other selling shareholder may be an "underwriter"
within the meaning of Section 2(11) of the Securities  Act, they will be subject
to the  prospectus  delivery  requirements  of the Securities Act for offers and
sales of the shares,  including  delivery through the facilities of the New York
Stock  Exchange  or the  Pacific  Exchange  as  provided  in Rule 153  under the
Securities  Act.  Swift  has  informed  Marabella  that  the   anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to sales
of shares in the market by Marabella.

     If Marabella  notifies  Swift that  Marabella has entered into any material
arrangement  with a broker-dealer  for the sale of shares through a block trade,
special offering,  exchange distribution or secondary distribution or a purchase
by a broker or  dealer,  Swift will file a  supplement  to this  prospectus,  if
required, pursuant to Rule 424(b) under the Securities Act, disclosing:

                                       13



     o    the name of the participating broker-dealer(s),

     o    the number of shares involved,

     o    the price at which such shares were sold,

     o    the  commission  paid  or  discounts  or  concessions  allowed  to the
          broker-dealer(s), where applicable,

     o    whether the broker-dealer(s) conducted any investigation to verify the
          information in or incorporated by reference in this prospectus, and

     o    other material facts of the transaction.

                                  LEGAL MATTERS

     Jenkens & Gilchrist, A Professional Corporation, Houston, Texas, will issue
an opinion for Swift  regarding the legality of the  securities  offered by this
prospectus.

                                     EXPERTS

     On June 12, 2002, our board of directors, acting upon the recommendation of
our  audit  committee,  approved  the  appointment  of Ernst & Young  LLP as our
independent  auditors  for the fiscal year ending  December  31, 2002 to replace
Arthur Andersen LLP as our independent  auditors.  The audit partner and manager
primarily  responsible for our audit of financial statements for the years 1999,
2000 and 2001 which have been incorporated by reference into this prospectus, as
well as other personnel of Arthur Andersen LLP have left Arthur  Andersen.  As a
result of these events and the revocation of Arthur Andersen's license in Texas,
Arthur  Andersen  is no longer in a  position  to consent  to the  inclusion  or
incorporation  by reference in any prospectus or  registration  statement of its
report on such financial statements.  Therefore,  we would not have been able to
obtain,  and have not filed,  Arthur Andersen's consent in reliance on Rule 437a
under the Securities Act of 1933.

     Due to the lack of Arthur  Andersen's  written consent to the incorporation
by reference of its reports in this prospectus, Arthur Andersen may not have any
liability  under  Section  11 of  the  Securities  Act of  1933  for  false  and
misleading  statements or omissions contained in this prospectus,  including the
financial  statements.  Any other claims against Arthur Andersen  related to any
such false or misleading  statements or omissions will be limited,  particularly
in the event that Arthur Andersen ceases to exist or becomes insolvent.

     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.


                                       14


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

     The following  table sets forth the costs and expenses in  connection  with
the sale of  securities  being  registered  hereby.  All amounts are  estimates,
except the registration fee.


                                    Item                                Amount
                                    ----                              ----------
                                                                   

               SEC registration fee......................             $      293
               Legal fees and expenses...................             $   12,000
               Miscellaneous expenses....................             $    1,500
                                                                      ----------
               Total.....................................             $   13,793
                                                                      ==========


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
     -----------                  --------------------
                    

           4.1         Asset  Purchase  Agreement  among  Swift  Energy Company,
                       Swift Energy New Zealand Limited,  Bligh  Oil  & Minerals
                       N.L.,  Marabella  Enterprises  Limited  and  Bligh  Oil &
                       Minerals (NL)Limited, dated as of August 30, 2002

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

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

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


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;

          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) may be reflected in the form of prospectus
filed with the Securities and Exchange  Commission pursuant to Rule 424(b) under
the Securities  Act if, in the  aggregate,  the changes in volume  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;

          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 Exchange
Act that are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, 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.

                                      II-2



     (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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  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
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  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 and will be  governed by the final
adjudication of such issue.


                                      II-3



                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 September 30, 2002.


                                             SWIFT ENERGY COMPANY


                                             By: /s/ Alton D. Heckaman, Jr.
                                                --------------------------------
                                                   Alton D. Heckaman, Jr.
                                                   Senior Vice President and
                                                   Chief  Financial Officer

     Each  person  whose  signature   appears  below  as  a  signatory  to  this
registration  statement  constitutes  and  appoints  Terry  E.  Swift,  Alton D.
Heckaman,  Jr.,  and  David  W.  Wesson,  or any 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
                 ----------                             -----                                         ----
                                                                                          

/s/ A. Earl Swift
-------------------------------------------    Chairman of the Board                            September 30, 2002
A. Earl Swift


/s/ Terry E. Swift
-------------------------------------------    President, Chief Executive Officer (Principal    September 30, 2002
Terry E. Swift                                 Executive Officer) and Director


/s/ Alton D. Heckaman, Jr.
-------------------------------------------    Senior Vice President                            September 30, 2002
Alton D. Heckaman, Jr.                         Chief Financial Officer

                            (Principal Financial Officer)
/s/ David W. Wesson
-------------------------------------------    Controller                                       September 30, 2002
David W. Wesson                                (Principal Accounting Officer)


/s/ Virgil N. Swift
-------------------------------------------    Director                                         September 30, 2002
Virgil N. Swift





/s/ G. Robert Evans
-------------------------------------------    Director                                         September 30, 2002
G. Robert Evans


/s/ Henry C. Montgomery
-------------------------------------------    Director                                         September 30, 2002
Henry C. Montgomery


/s/ Clyde W. Smith, Jr.
------------------------------------------     Director                                         September 30, 2002
Clyde W. Smith, Jr.


/s/ Harold J. Withrow
-------------------------------------------    Director                                         September 30, 2002
Harold J. Withrow


/s/ Raymond E. Galvin
-------------------------------------------    Director                                         September 30, 2002
Raymond E. Galvin