8-K

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):  February 7, 2005

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:

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

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

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

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

ITEM 7.01REGULATION FD DISCLOSURE

Southern Union Company (Southern Union or the Company) has provided the following information within its Prospectus Supplements dated February 7, 2005:

“For the 12-month period ended June 30, 2004 and for the three-month period ended September 30, 2004, TWP, in which Southern Union has a 50% proportionate interest, had revenues of $207.1 million and $52.7 million, respectively; operating income of $104.8 million and $30.8 million, respectively; and net income of $47.0 million and $16.4 million, respectively.”

“For the 12-month period ended June 30, 2004 and for the three-month period ended September 30, 2004, Citrus, in which Southern Union has a 25% proportionate interest, had revenues of $513.9 million and $138.6 million, respectively; operating income of $230.6 million and $82.8 million, respectively; and net income of $102.4 million and $36.7 million, respectively.”

ITEM 8.01OTHER EVENTS

On February 7, 2005, the Company issued a press release announcing that it had priced a $343 million common stock offering and launched a $100 million equity units offering.  A copy of the press release is attached as Exhibit 99 to this Current Report on Form 8-K.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS

(c)Exhibits

Exhibit No.	Exhibit
99	Press Release issued by Southern Union dated February 7, 2005.

This release and other 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 Southern Union’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 Southern Union’s gas distribution business; new legislation and government regulations and proceedings affecting or involving Southern Union; unanticipated environmental liabilities; 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 risks that the business acquired and any other businesses or investments that Southern Union has acquired or may acquire may not be successfully integrated with the business of Southern Union; 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; Southern Union’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

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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.

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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 hereunto duly authorized.

			SOUTHERN UNION COMPANY
Date:	February 7, 2005	By:	/s/ David J. Kvapil
			Name:	David J. Kvapil
			Title:	Executive Vice President & Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Exhibit
99	Press Release issued by Southern Union dated February 7, 2005.

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EX-99

EXHIBIT 99

Breaking News from

05-03

For further information:

John F. Walsh

Director of Investor Relations

Southern Union Company

570-829-8662

SOUTHERN UNION PRICES $343 MILLION COMMON STOCK

OFFERING, LAUNCHES $100 MILLION EQUITY UNITS OFFERING

WILKES-BARRE, Pa. – (BUSINESS WIRE) – February 7, 2005 – Southern Union Company (“Southern Union” or the “Company”) (NYSE: SUG) announced today that it has priced an offering of approximately 14.9 million shares of common stock at $23.00 per share.  The Company will use the net proceeds from this offering to repay indebtedness incurred in connection with its investment in CCE Holdings, LLC.  The offering was underwritten by the joint book-running managers - Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc.  A limited number of institutional investors have agreed to purchase the shares from the underwriters.

Also today, Southern Union announced that it has launched an offering of $100 million of equity units at $50.00 per unit.  The Company intends to use the net proceeds from this offering to repay indebtedness incurred in connection with its investment in CCE Holdings, LLC.  The joint book-running managers for this offering are Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  The equity unit offering may be made only by means of a prospectus and a related prospectus supplement, copies of which may be obtained when available from Merrill Lynch, Pierce, Fenner & Smith Incorporated, at 4 World Financial Center, New York, NY 10281, or J.P. Morgan Securities, Inc., at 277 Park Avenue, New York, NY 10172.

About Southern Union Company

Southern Union Company, headquartered in Wilkes-Barre, Pa., is engaged primarily in the transportation, storage and distribution of natural gas.

Through its Panhandle Energy subsidiary, the Company owns and operates 100% of Panhandle Eastern Pipe Line Company, Trunkline Gas Company, Sea Robin Pipeline Company, Southwest Gas Storage Company and Trunkline LNG Company – one of North America’s largest liquefied natural gas import terminals.  Through CCE Holdings, LLC, Southern Union also owns an interest in and operates the CrossCountry Energy pipelines, which include Transwestern Pipeline Company and 50% of Citrus Corp.  Citrus Corp. owns 100% of the Florida Gas Transmission pipeline system. Southern Union’s pipeline interests operate more than 18,000 miles of interstate pipelines that transport natural gas from the San Juan, Anadarko and Permian Basins, the Rockies, the Gulf of Mexico, Mobile Bay, South Texas and the Panhandle regions of Texas and Oklahoma to major markets in the Southeast, West, Midwest and Great Lakes region.

Through its local distribution companies, Missouri Gas Energy, PG Energy and New England Gas Company, Southern Union also serves approximately one million natural gas end-user customers in Missouri, Pennsylvania, Rhode Island and Massachusetts.

For further information, visit www.southernunionco.com.

Forward-Looking Information

This release and other Southern Union 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 Southern Union’s service areas; 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 Southern Union’s natural gas distribution businesses; new legislation and government regulations and proceedings involving or impacting Southern Union; unanticipated environmental liabilities; 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 risks that the business acquired and any other business or investment that Southern Union has acquired or may acquire may not be successfully integrated with the business of Southern Union; 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; Southern Union’s or any of its subsidiaries debt security 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; 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 asset.

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