SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DOWLING HARRY E

(Last)

(First)

(Middle)

C/O SOUTHERN UNION COMPANY

5444 WESTHEIMER ROAD

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTHERN UNION CO [ SUG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President of Division

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2005⁽¹⁾		P	212.0095⁽¹⁾	A	⁽¹⁾	16,597.2595⁽⁸⁾	I	401(K) Plan⁽¹⁾
Common Stock							8,104.95⁽²⁾⁽⁸⁾	D
Common Stock							27,437.3356⁽⁸⁾	I	Supplemental Deferred Compensation Plan⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to purchase)	$13.502⁽⁸⁾						⁽⁴⁾	12/09/2009	Common Stock	13,403⁽⁸⁾		13,403⁽⁸⁾	D
Employee Stock Option (right to purchase)	$14.6521⁽⁸⁾						⁽⁵⁾	06/05/2011	Common Stock	38,295⁽⁸⁾		38,295⁽⁸⁾	D
Employee Stock Option (right to purchase)	$16.8255⁽⁸⁾						⁽⁶⁾	02/06/2014	Common Stock	22,050⁽⁸⁾		22,050⁽⁸⁾	D
Employee Stock Option (right to purchase)	$24.0572⁽⁸⁾						⁽⁷⁾	07/26/2015	Common Stock	2,048⁽⁸⁾		2,048⁽⁸⁾	D

Explanation of Responses:

1. This information concerns shares held under the Issuer?s 401(k) Plan. This report reflects shares purchased for the plan by the plan trustee, at the sole discretion of the trustee, at such prices as were available in the open market at the time of such purchases. Information reported herein is based on a plan statement for the period ended December 31, 2005.

2. Of these shares, 3,150 shares are restricted shares that vest in 25% increments each year beginning July 26, 2006.

3. This information concerns shares held under the Issuer?s Supplemental Deferred Compensation Plan. This report reflects shares purchased for the plan by the plan trustee, at the sole discretion of the trustee, at such prices as were available in the open market at the time of such purchases. Information reported herein is based on the plan statement for the period ending December 31, 2005.

4. These options vested over a five year period and are currently exercisable

5. Of these options, 30,637 are currently exercisable and the remaining options will be exercisable on July 1, 2006.

6. Of these options, 4,410 are currently exerciseable, 4,410 become exercisable on March 1, 2006, 4,410 on March 1, 2007, 4,410 on March 3, 2008 and 4,410 on March 2, 2009.

7. These options vest in 25% increments each year commencing July 26, 2006.

8. Reflects the 5% stock dividend payable on September 1, 2005, to shareholders of record as of August 22, 2005.

Remarks:

	Robert M. Kerrigan, III for Harry E. Dowling	02/14/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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