Exhibit 99


PROXY                            FALL RIVER GAS COMPANY                   PROXY

                             SPECIAL MEETING OF STOCKHOLDERS
                                      AUGUST 29, 2000


The undersigned, having received the Notice of the Special Meeting of
Stockholders and Proxy Statement of Fall River Gas Company (the "Company"),
dated July __, 2000, hereby appoints Cindy L. J. Audette, Bradford J. Faxon,
Raymond H. Faxon and Donald R. Patnode, and any of them, as proxy or proxies
of the undersigned, to vote the shares of the common stock of the Company
owned by the undersigned, to vote the shares of the common stock of the
company owned by the undersigned, at the Special Meeting of Stockholders of
the Company to be held at the offices of the Company in Fall River,
Massachusetts on August 29,  2000, at 10:00 A.M. local time and at any
adjournment(s) thereof, with all powers the undersigned would possess if
personally present at said meeting with full power of substitution or
revocation.  The following purposes for which this proxy may be exercised are
set forth in the Notice of the Special Meeting of Stockholders and are more
fully set forth in the Proxy Statement.

1.   FOR  / /   AGAINST / /   ABSTAIN / /  The proposal to approve and adopt
     the Agreement of Merger between Southern Union Company and Fall River
     Gas Company.

1.   FOR  / /   AGAINST / /   ABSTAIN / /  To act upon such other matters as
     may come before the meeting.

The undersigned ratifies and confirms all that said proxy(ies) may do by
virtue hereof.  The proxies are authorized to vote in their discretion with
respect to matters not known or determined at the date of the Proxy
Statement.  A majority of said proxies as shall be present and acting at the
meeting shall have and may exercise all of the powers of proxies hereunder,
or if only one be present and acting, then that one shall have and may
exercise all of said powers.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE ABOVE IN REGARD TO THE PROPOSALS NUMBERED 1 AND 2 IN THE
ABSENCE OF A SPECIFICATION, THIS PROXY WILL BE VOTED FOR THE PROPOSALS
NUMBERED 1 AND 2.

                                   Date __________________________, 2000


                                   -------------------------------------
                                   Signature


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                                   Signature


                                   Stockholders should sign here exactly as
                                   the name or names are printed.  When
                                   signing as attorney, executor, administrator,
                                   trustee or guardian, please give your full
                                   title as such.  Joint owners should each
                                   sign personally.

                              [IMPORTANT]

PLEASE DATE, SIGN AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.  THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.