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) July 19, 2004

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.)

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

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

ITEM 9. REGULATION FD DISCLOSURE

Given the nature of the Company’s regulated business where capital expenditures are recovered in rates, management feels that free cash flow is an important metric of the Company’s operations. The Company defines “free cash flow” as the sum of: (i) net earnings available for common shareholders, (ii) changes in working capital including the difference between taxes accrued and taxes paid, and (iii) depreciation and amortization, less capital expenditures (excluding LNG expansion projects). The Company previously had stated that it anticipated generating free cash flow in excess of $250 million for the fiscal year ended June 30, 2004. Due to an increase in its working capital that was driven primarily by higher than expected natural gas prices, the Company now anticipates generating free cash flow of approximately $200 million for the fiscal year ended June 30, 2004. This change in cash flow will have no impact on the Company’s fiscal 2004 earnings guidance reconfirmed by the Company in a press release issued on July 19, 2004.

The previous statement is considered a forward-looking statement.

The information furnished under Item 9 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 19, 2004, Southern Union Company (“Southern Union” or the “Company”) issued a press release reconfirming its fiscal year ended June 30, 2004 earnings guidance of $1.35 to $1.40 per common share diluted for outstanding options and warrants. A copy of the press release is attached as an exhibit to this Form 8-K.

99.1 Press Release issued by Southern Union Company dated July 19, 2004.

The information furnished under Item 12 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

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 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: cost of gas; gas sales volumes; gas throughput volumes and available sources of natural gas; discounting of transportation rates due to competition; customer growth; abnormal weather conditions in the Company’s service territories; impact of relations with labor unions of bargaining-unit employees; the receipt of timely and adequate rate relief and the impact of future rate cases or regulatory rulings; the outcome of pending and future litigation; the speed and degree to which competition is introduced to our gas distribution business; new legislation and government regulations and proceedings affecting or involving the Company; unanticipated environmental liabilities; the Company’s ability to comply with or to challenge successfully existing or new environmental regulations; changes in business strategy and the success of new business ventures; exposure to customer concentration with a significant portion of revenues realized from a relatively small number of customers and any credit risks associated with the financial position of those customers; factors affecting operations such as maintenance or repairs, environmental incidents or gas pipeline system constraints; our or any of our subsidiaries debt securities ratings; the economic climate and growth in our industry and service territories and competitive conditions of energy markets in general; inflationary trends; changes in gas or other energy market commodity prices and interest rates; the current market conditions causing more customer contracts to be of shorter duration, which may increase revenue volatility; the possibility of war or terrorist attacks; the nature and impact of any extraordinary transactions such as any acquisition or divestiture of a business unit or any assets.

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	July 21, 2004	By	DAVID J. KVAPIL
			David J. Kvapil
			Executive Vice President and
			Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description

99.1		Press Release issued by Southern Union Company dated July 19, 2004.