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

                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(G) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                                 Commission File Number:  1-7924


                             Valley Resources, Inc.
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            (Exact name of registrant as specified in its charter)


            1595 Mendon Road, Cumberland, RI 02864, (401) 334-1188
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        (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)


                          Common Stock, $1.00 par value
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           (Title of each class of securities covered by this Form)


                                      None
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        (Titles of all  other  classes  of  securities  for which a duty
             to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:

             Rule 12g-4(a)(1)(i)   |_|         Rule 12h-3(b)(1)(i)     |X|
             Rule 12g-4(a)(1)(ii)  |_|         Rule 12h-3(b)(1)(ii)    |_|
             Rule 12g-4(a)(2)(i)   |_|         Rule 12h-3(b)(2)(i)     |_|
             Rule 12g-4(a)(2)(ii)  |_|         Rule 12h-3(b)(2)(ii)    |_|
                                               Rule 15d-6              |_|

Approximate number of holders of record as of the certification or notice
date:  None

Pursuant to the requirements of the Securities Exchange Act of 1934, Southern
Union Company, as successor by merger to Valley Resources, Inc., has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.

                                 SOUTHERN UNION COMPANY,  as successor by merger
                                 to Valley Resources, Inc.

Date:    October 18, 2000        By:  /s/   Ronald J. Endres
                                      ------------------------------------------

                                      Name: Ronald J. Endres
                                      Title:Executive Vice President and
                                            Chief Financial Officer