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)
12/04/2006

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	12/04/2006		S		200⁽¹⁾	D	$28.28	39,997.15	D
Common Stock	12/04/2006		S		1,400⁽¹⁾	D	$28.29	38,597.15	D
Common Stock	12/04/2006		S		1,500⁽¹⁾	D	$28.3	37,097.15	D
Common Stock	12/04/2006		S		700⁽¹⁾	D	$28.32	36,397.15	D
Common Stock	12/04/2006		S		200⁽¹⁾	D	$28.33	36,197.15	D
Common Stock	12/04/2006		S		1,900⁽¹⁾	D	$28.34	34,297.15	D
Common Stock	12/04/2006		S		5,500⁽¹⁾	D	$28.35	28,797.15	D
Common Stock	12/04/2006		S		1,400⁽¹⁾	D	$28.36	27,397.15	D
Common Stock	12/04/2006		S		3,000⁽¹⁾	D	$28.37	24,397.15	D
Common Stock	12/04/2006		S		1,500⁽¹⁾	D	$28.38	22,897.15	D
Common Stock	12/04/2006		S		300⁽¹⁾	D	$28.39	22,597.15	D
Common Stock	12/04/2006		S		5,500⁽¹⁾	D	$28.4	17,097.15	D
Common Stock	12/04/2006		S		2,500⁽¹⁾	D	$28.41	14,597.15	D
Common Stock	12/04/2006		S		889⁽¹⁾	D	$28.42	13,708.15	D
Common Stock	12/04/2006		S		1,300⁽¹⁾	D	$28.43	12,408.15	D
Common Stock	12/04/2006		S		1,000⁽¹⁾	D	$28.44	11,408.15	D
Common Stock	12/04/2006		S		500⁽¹⁾	D	$28.45	10,908.15	D
Common Stock	12/04/2006		S		100⁽¹⁾	D	$28.46	10,808.15	D
Common Stock	12/04/2006		S		1,700⁽¹⁾	D	$28.47	9,108.15	D
Common Stock	12/04/2006		S		1,400⁽¹⁾	D	$28.48	7,708.15	D
Common Stock	12/04/2006		S		2,000⁽¹⁾	D	$28.49	5,708.15	D
Common Stock	12/04/2006		S		5,300⁽¹⁾	D	$28.5	408.15	D
Common Stock	12/04/2006		S		200⁽¹⁾	D	$28.51	208.15	D
Common Stock								18,076.6766	I	401(k) Plan⁽²⁾
Common Stock								37,140.1462	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							07/01/2006	06/05/2011	Common Stock	10,212		10,212	D
Employee Stock Option (right to purchase)	$16.8255							⁽⁴⁾	02/06/2014	Common Stock	17,640		17,640	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. 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.

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 a plan statement for the period ended December 31, 2005.

4. 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	12/06/2006
	** 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).
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