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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549




                                    FORM 8-K
                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported) June 6, 2003




                             SOUTHERN UNION COMPANY
             (Exact name of registrant as specified in its charter)



       Delaware                         1-6407                    75-0571592
(State or other jurisdiction    (Commission File Number)      (I.R.S. Employer
    of incorporation)                                        Identification No.)



              One PEI Center                                     18711
       Wilkes-Barre, Pennsylvania                              (Zip Code)
(Address of principal executive offices)



       Registrant's telephone number, including area code: (570) 820-2400

















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ITEM 5.  OTHER EVENTS

As previously reported, Southern Union Company ("Southern Union" or the
"Company") and CMS Gas Transmission Company, a subsidiary of CMS Energy
Corporation entered into an Amended and Restated Stock Purchase Agreement on May
12, 2003 providing for, among other things, Southern Union's purchase of
Panhandle Eastern Pipe Line Company and its subsidiaries (collectively,
"Panhandle"). The transaction has been approved by the boards of directors of
all companies and has received all required regulatory approvals. Closing is
expected in June 2003.

In connection with the above-mentioned transaction, certain historical financial
statements were attached to a Current Report on Form 8-K filed by the Company on
May 30, 2003. Attached hereto is the Consent of Independent Public Accountants,
Ernst & Young LLP, related to those financial statements and the Company's
concurrent offering of common stock and equity units.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c) Exhibit No.

          23.1    Consent of Independent Public Accountants, Ernst & Young LLP.




This release and other Company reports and statements issued or made from time
to time contain certain "forward-looking statements" concerning projected future
financial performance, expected plans or future operations. Southern Union
Company cautions that actual results and developments may differ materially from
such projections or expectations. Investors should be aware of important factors
that could cause actual results to differ materially from the forward-looking
projections or expectations. These factors include, but are not limited to:
weather conditions in the Company's service territories; cost of gas; regulatory
and court decisions; the receipt of timely and adequate rate relief; the
achievement of operating efficiencies and the purchase and implementation of any
new technologies for attaining such efficiencies; impact of relations with labor
unions of bargaining-unit employees; the effect of any stock repurchases; and
the effect of strategic initiatives (including: any recent, pending or potential
acquisitions or merger, recent corporate restructuring activities, any sales of
non-core assets, and any related financing arrangements including refinancings
and debt repurchases) on earnings and cash flow.
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                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     SOUTHERN UNION COMPANY
                                     ----------------------
                                     (Registrant)



Date     June 6, 2003                By  DAVID J. KVAPIL
      ------------------                 ---------------------------
                                         David J. Kvapil
                                         Executive Vice President and Chief
                                         Financial Officer








                                  EXHIBIT INDEX




Exhibit Number                          Description
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23.1             Consent of Independent Public Accountants, Ernst & Young LLP.






                                                                   EXHIBIT 23.1


                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-102388) and related Prospectus and
Prospectus Supplements in connection with Southern Union Company's concurrent
offerings of up to 10,925,000 shares of Common Stock and 2,500,000 of Equity
Units and to the incorporation by reference therein of our report dated March
14, 2003 with respect to the consolidated financial statements of Panhandle
Eastern Pipe Line Company included in its Annual Report (Form 10-K) for the year
ended December 31, 2002 filed as Exhibit No. 99.1 to the Current Report (Form
8-K) filed with the Securities and Exchange Commission on May 30, 2003.


ERNST & YOUNG LLP




Houston, Texas
June 4, 2003