Mail Stop 3561
								May 10, 2006
Mr. George L. Lindemann
President and Chief Executive Officer
Southern Union Company
5444 Westheimer Road
Houston, TX  77056-5306


      Re:	Southern Union Company
		Form 10-K for the Fiscal Year Ended December 31, 2005
		Filed March 16, 2006
		File No. 1-6407


Dear Mr. Lindemann:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments.  Please provide a written response to
our
comments.  Please be as detailed as necessary in your
explanations.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Controls and Procedures, page 52

1. We note your disclosure that you have "established disclosure
controls and procedures to ensure that information required to be
disclosed by the Company, including consolidated entities, in
reports
filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
SEC`s rules and forms."  In future filings, please also disclose
that
your disclosure controls and procedures are designed to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, as appropriate to allow timely decisions
regarding
required disclosure.  Refer to Exchange Act Rule 13a-15(e).

Consolidated Statement of Stockholders` Equity and Comprehensive
Income (Loss), page F-6

2. Please disclose in future filings the accumulated balances for
each classification of accumulated other comprehensive income
(loss)
on the face of your consolidated balance sheets, consolidated
statement of stockholders` equity and comprehensive income (loss)
or
in the notes to financial statements.  Please refer to paragraph
26
of SFAS No. 130.

3. Please confirm to us, if true, that deferred compensation
obligations classified as equity must be settled by delivery of
shares of common stock.  Otherwise, please explain to us your
basis
in GAAP for classifying deferred compensation obligations as a
component of stockholders` equity.  Please refer to EITF 97-14.

4. It appears that the 2005 stock dividend in excess of available
retained earnings should be accounted for by capitalizing only the
par value of the common stock from paid in capital.  Please tell
us
your basis in GAAP for capitalizing the stock dividend in an
amount
that exceeds available retained earnings.

* * * * *

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Scott Ruggiero at (202) 551-3331 or William
Thompson at (202) 551-3344 if you have questions regarding
comments
on the financial statements and related matters.  Please contact
me
at (202) 551-3716 with any other questions.


Sincerely,


William Choi
Branch Chief

Mr. George L. Lindemann
Southern Union Company
May 10, 2006
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