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 26, 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

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):

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

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

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

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

ITEM 8.01. OTHER EVENTS

Southern Union Company (the “Company”) filed today (i) the Forward Agreement included as Exhibit 1, among the Company, Merrill Lynch International and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as agent); (ii) the Forward Agreement included as Exhibit 2, among the Company, JPMorgan Chase Bank and J.P. Morgan Securities, Inc. (as agent); and (iii) the Underwriting Agreement, as amended, included as Exhibit 3, among the Company, J.P. Morgan Securities, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement), with respect to the Company’s public offering of 12,650,000 shares of its common stock, which closed on July 30, 2004.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.

99.1		Forward Agreement, dated as of July 26, 2004, among Southern Union Company, Merrill Lynch International and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

99.2		Forward Agreement, dated as of July 26, 2004, among Southern Union Company, JPMorgan Chase Bank and J.P. Morgan Securities, Inc.

99.3		Underwriting Agreement dated as of July 26, 2004, as amended on July 28, 2004, among Southern Union Company, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

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 the Company’s 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, including the risk that businesses acquired and any other investments the Company makes may not be successfully integrated with the Company’s business; 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; the Company’s or any of its subsidiaries debt securities ratings; the economic climate and growth in the energy 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	August 30, 2004	By	/s/ DAVID J. KVAPIL
			David J. Kvapil
			Executive Vice President and
			Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description

99.1		Forward Agreement, dated as of July 26, 2004, among Southern Union Company, Merrill Lynch International and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

99.2		Forward Agreement, dated as of July 26, 2004, among Southern Union Company, JPMorgan Chase Bank and J.P. Morgan Securities, Inc.

99.3		Underwriting Agreement dated as of July 26, 2004, as amended on July 28, 2004, among Southern Union Company, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.