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

417 LACKAWANNA AVENUE

(Street)

SCRANTON

18503

(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)
	EVP Regulatory & Litigation

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2005

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	08/11/2005		M		8,146	A	$6.737	8,146⁽¹⁾	D
Common Stock	08/11/2005		S		8,146	D	$25.5081	0⁽¹⁾	D
Common Stock	08/11/2005		M		11,082	A	$10.1798	11,082⁽¹⁾	D
Common Stock	08/11/2005		S		11,082	D	$25.5081	0⁽¹⁾	D
Common Stock	08/11/2005		M		25,930	A	$13.2662	25,930⁽¹⁾	D
Common Stock	08/11/2005		S		25,930	D	$25.5081	0⁽¹⁾	D
Common Stock	08/11/2005		M		5,733	A	$13.2662	5,733⁽¹⁾	D
Common Stock	08/11/2005		S		5,733	D	$25.5081	0⁽¹⁾	D
Common Stock	08/11/2005		M		36,488	A	$14.1771	36,488⁽¹⁾	D
Common Stock	08/11/2005		S		36,488	D	$25.5081	0⁽¹⁾	D
Common Stock	08/11/2005		M		8,185	A	$14.1771	8,185⁽¹⁾	D
Common Stock	08/11/2005		S		8,185	D	$25.5081	0⁽¹⁾	D
Common Stock	08/11/2005		M		6,499	A	$15.3847	6,499⁽¹⁾	D
Common Stock	08/11/2005		S		6,499	D	$25.5081	0⁽¹⁾	D
Common Stock	08/11/2005		M		22,437	A	$15.3847	22,437⁽¹⁾	D
Common Stock	08/11/2005		S		22,437	D	$25.5081	0⁽¹⁾	D
Common Stock	08/12/2005		M		9,962	A	$15.3847	9,962⁽¹⁾	D
Common Stock	08/12/2005		S		9,962	D	$25.5099	0⁽¹⁾	D
Common Stock	08/12/2005		M		4,200	A	$17.6667	4,200⁽¹⁾	D
Common Stock	08/12/2005		S		4,200	D	$25.5099	0⁽¹⁾	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)
Employee Stock Options (Right to Purchase)	$6.737	08/11/2005		M			8,146	⁽²⁾	11/09/2005	Common Stock	8,146	$6.737	0	D
Employee Stock Options (Right to Purchase)	$10.1798	08/11/2005		M			11,082	⁽²⁾	06/27/2007	Common Stock	11,082	$10.1798	0	D
Employee Stock Options (Right to Purchase)	$13.2662	08/11/2005		M			25,930	⁽²⁾	06/22/2008	Common Stock	25,930	$13.2662	0	D
Employee Stock Options (Right to Purchase)	$13.2662	08/11/2005		M			5,733	⁽²⁾	06/22/2008	Common Stock	5,733	$13.2662	0	D
Employee Stock Options (Right to Purchase)	$14.1771	08/11/2005		M			36,488	⁽²⁾	12/09/2009	Common Stock	36,488	$14.1771	0	D
Employee Stock Options (Right to Purchase)	$14.1771	08/11/2005		M			8,185	⁽²⁾	12/09/2009	Common Stock	8,185	$14.1771	0	D
Employee Stock Options (Right to Purchase)	$15.3847	08/11/2005		M			6,499	⁽²⁾	06/05/2011	Common Stock	6,499	$15.3847	6,500⁽³⁾	D
Employee Stock Options (Right to Purchase)	$15.3847	08/11/2005		M			22,437	⁽²⁾	06/05/2011	Common Stock	22,437	$15.3847	13,187⁽⁴⁾	D
Employee Stock Options (Right to Purchase)	$15.3847	08/12/2005		M			9,962	⁽²⁾	06/05/2011	Common Stock	9,962	$15.3847	3,225⁽⁴⁾	D
Employee Stock Options (Right to Purchase)	$17.6667	08/12/2005		M			4,200	⁽²⁾	02/06/2014	Common Stock	4,200	$17.6667	4,200⁽⁵⁾	D

Explanation of Responses:

1. The Reporting Person also holds directly 38,283 shares of common stock and holds indirectly 35,322 shares of common stock through the Issuer's Supplemental Plan and 16,922 shares of common stock through the Issuer's 401(K) Plan.

2. The options vested/vest in five equal annual installments beginning on the first day of the month following the first anniversary of the grant date.

3. The remaining options are exercisable July 1, 2006.

4. On August 11th, the Reporting Person exercised 22,437 options; following this exercise the Reporting Person had 13,187 options remaining as part of this grant. On August 12th, the Reporting Person exercised 9,962 more options from the grant leaving the Reporting Person with 3,225 options, which become exercisable on July 1, 2006.

5. The remaining options are exercisable on March 1, 2006.

Remarks:

	Robert M. Kerrigan, III for Dennis K. Morgan	08/15/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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