8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 24, 2011

SOUTHERN UNION COMPANY

(Exact name of registrant as specified in its charter)

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

5444 Westheimer Road Houston, Texas (Address of principal executive offices) 77056-5306 (Zip Code)

Registrant's telephone number, including area code: (713) 989-2000

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

࿠Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

࿠Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

࿠Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

࿠Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))

ITEM 8.01 OTHER EVENTS

On June 24, 2011, Southern Union Company (the “Company”) sent a letter to The Williams Companies, Inc., a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

        Exhibit No.                   Exhibit

99.1      Letter from Southern Union Company to The Williams Companies, Inc. dated June 24, 2011  

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 24, 2011	By:	/s/ Robert M. Kerrigan, III
		Robert M. Kerrigan, III
		Vice President - Assistant General Counsel and Secretary

EXHIBIT INDEX

              Exhibit No.                                     Description

99.1            Letter from Southern Union Company to The Williams Companies, Inc. dated June 24, 2011

EX-99.1

[Southern Union Company Letterhead]

June 24, 2011

Via Facsimile  (918) 573 - 4900

 

Mr. Alan S. Armstrong

President and CEO

The Williams Companies, Inc.

One Williams Center

P.O. Box 2400

Tulsa, Oklahoma   74102-2400

Re:           Proposal of June 23, 2011

Dear Mr. Armstrong,

We are in receipt of your letter of June 23, 2011. Had you indicated during our meeting on January 31, 2011 that Williams' indication of interest (subject, as you said, to a range of contingencies and due diligence) was actually $39 rather than the $30 that you told us, our Board may have had a more "affirmative" response for you.  Also, Williams' indication was lower than another indication that the Board was seriously considering at that time from another party (not ETE) that did not require the range of contingencies you expressed as a concern.

Nonetheless, the Special Committee of Independent Directors of Southern Union as well as the full Board, with their financial and legal advisors, are analyzing carefully the proposal described in your June 23rd letter, and the Company will be responding to you expeditiously.

Sincerely,

/s/ Eric D. Herschmann

Eric D. Herschmann

Vice Chairman, President and Chief Operating Officer