SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MORGAN DENNIS K

(Last)

(First)

(Middle)

C/O SOUTHERN UNION COMPANY

5444 WESTHEIMER ROAD

(Street)

HOUSTON

77056-5306

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTHERN UNION CO [ SUG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Litigation

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								18,076.6766	I	401(k) Plan⁽¹⁾
Common Stock								37,140.1462	I	Supplemental Deferred Compensation Plan⁽²⁾
Common Stock								208.15	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Cash Restricted Units	⁽³⁾	12/28/2006		A		1,871		⁽³⁾	⁽³⁾	Common Stock	1,871	⁽³⁾	1,871	D
Stock Appreciation Rights	$28.07	12/28/2006		A		5,938		⁽⁴⁾	12/27/2016	Common Stock	5,938	⁽⁴⁾	5,938	D
Employee Stock Option (right to purchase)	$14.6521							07/01/2006	06/05/2011	Common Stock	10,212		10,212	D
Employee Stock Option (right to purchase)	$16.8255							⁽⁵⁾	02/06/2014	Common Stock	17,640		17,640	D

Explanation of Responses:

1. This information concerns shares held under the Issuer's 401(k) Plan. This report reflects shares purchased for the plan by the plan trustee, at the sole discretion of the trustee, at such prices as were available in the open market at the time of such purchases. Information reported herein is based on a plan statement for the period ended December 31, 2005.

2. This information concerns shares held under the Issuer's Supplemental Deferred Compensation Plan. This report reflects shares purchased for the plan by the plan trustee, at the sole discretion of the trustee, at such prices as were available in the open market at the time of such purchases. Information reported herein is based on a plan statement for the period ended December 31, 2005.

3. The cash restricted units awarded on December 28, 2006 (the "Grant Date") permit the recipient to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company?s common stock valued at the closing price of the Company?s common stock on such dates. Restrictions on each award will expire in equal annual installments on the first, second and third anniversaries of the Grant Date.

4. Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.07 per share, which was equal to the closing price on the Grant Date. The award will vest in equal annual installments on the first, second and third anniversaries of the Grant Date.

5. Of these options, 4,410 became exercisable on March 1, 2006. The remaining options become exercisable in increments of 4,410 annually on March 1.

Remarks:

	Robert M. Kerrigan, III for Dennis K. Morgan	01/03/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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