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

                        FORM 10-K/A No. 1

  X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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      SECURITIES EXCHANGE ACT OF 1934

      For the Fiscal Year Ended June 30, 1997

                             OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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      SECURITIES EXCHANGE ACT OF 1934


                 Commission File No. 1-6407

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

             Delaware                       75-0571592
(State or other jurisdiction of          (I.R.S. Employer
 incorporation or organization)         Identification No.)

   504 Lavaca Street, Eighth Floor            78701
           Austin, Texas                    (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code:
                       (512)  477-5852

   Securities Registered Pursuant to Section 12(b) of the Act:

 Title of each class    Name of each exchange in which registered

- -------------------     -----------------------------------------
 Common Stock, par              New York Stock Exchange
 value $1 per share

Securities Registered Pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X   No
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Indicate by check mark if disclosure of delinquent filers pursu-
ant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendments by this
Form 10-K.
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The aggregate market value of the voting stock held by non-
affiliates of the registrant on September 12, 1997, was
$224,553,757.  The number of shares of the registrant's Common
Stock outstanding on September 12, 1997 was 17,122,736.

              DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Stockholders for
the year ended June 30, 1997, are incorporated by reference in
Parts II and IV.

Portions of the registrant's proxy statement for its annual
meeting of stockholders to be held on November 11, 1997, are
incorporated by reference into Part III.

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                         EXHIBIT INDEX



Exhibit
  No.                          Description
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  28.1     Financial Statements and Supplemental Schedules
           required by Form 11-K for the Southern Union Savings
           Plan for the fiscal year ended December 31, 1997*.


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*The financial statements and supplemental schedules of the
Southern Union Savings Plan have been filed in paper.


                         SIGNATURE



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, hereunto duly authorized.








Dated:  June 26, 1998         SOUTHERN UNION COMPANY

                              By:  DAVID J. KVAPIL
                                   ---------------
                                   David J. Kvapil
                                   Senior Vice President and
                                     Corporate Controller
                                   (Principal Accounting Officer)