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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

DOWLING HARRY E

(Last)

(First)

(Middle)

C/O SOUTHERN UNION COMPANY

5444 WESTHEIMER ROAD

(Street)

HOUSTON

77056

(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)
	President of Division

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2006

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	04/20/2006		M		5,996	A	$14.6521	21,400.95⁽¹⁾	D
Common Stock	04/20/2006		S		5,996	D	$25.45	15,404.95⁽¹⁾	D
Common Stock	04/20/2006		M		4,410	A	$16.8255	19,814.95⁽¹⁾	D
Common Stock	04/20/2006		S		4,410	D	$25.45	15,404.95⁽¹⁾	D
Common Stock								9,631.5663⁽²⁾	I	401(K) Plan⁽²⁾
Common Stock								27,437.3356⁽³⁾	I	Supplemental Deferred Compensation Plan⁽³⁾

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 Option (right to purchase)	$14.6521	04/20/2006		M			5,996	⁽⁴⁾	06/05/2011	Common Stock	5,996	$14.6521	7,658	D
Employee Stock Option (right to purchase)	$16.8255	04/20/2006		M			4,410	⁽⁵⁾	12/09/2009	Common Stock	4,410	$16.8255	13,230	D
Employee Stock Option (right to purchase)	$24.0572							⁽⁶⁾	07/26/2015	Common Stock	2,048		2,048	D

Explanation of Responses:

1. Of these shares, 3,150 shares are restricted shares that vest in 25% increments each year beginning July 26, 2006.

2. Information reported herein is based on a report provided by the plan trustee and reflects the Reporting Person's beneficial ownership as of February 17, 2006, the date of his last transaction involving 401(K) Plan shares.

3. 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 the plan statement for the period ending December 31, 2005.

4. The remaining options are exercisable on July 1, 2006.

5. Of the remaining options, 4,410 become exercisable on March 1, 2007, 4,410 on March 3, 2008 and 4,410 on March 2, 2009.

6. These options vest in 25% increments each year commencing July 26, 2006.

Remarks:

	Robert M. Kerrigan, III for Harry E. Dowling	04/21/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.