SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Marshall Richard N

(Last)

(First)

(Middle)

5444 WESTHEIMER ROAD

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2006

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and CFO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,926.3354	I	401(k) Plan⁽¹⁾
Common Stock	9,574.2568	I	Supplemental Deferred Compensation Plan⁽²⁾
Common Stock	1,037.284	D⁽³⁾
Common Stock	264	D
Common Stock (Restricted)	786⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Purchase)	⁽⁵⁾	02/06/2014	Common Stock	8,269	$16.8255	D
Employee Stock Option (Right to Purchase)	⁽⁶⁾	07/26/2015	Common Stock	683	$24.057	D

Explanation of Responses:

1. This information concerns shares held under the Issuer's 401(k) Plan as of 11/7/06.

2. This information concerns shares held under the Issuer's Supplemental Deferred Compensation Plan as of 11/7/06.

3. The Reporting Person owns these shares jointly with his spouse; however, the Reporting Person disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.

4. The restrictions on these restricted shares expire pursuant to the following schedule: 262 on 7/26/07; 262 on 7/26/08; and 262 on 7/26/09.

5. The Reporting Person will become vested in these options pursuant to the following schedule: 1,654 on 3/1/07; 1,654 on 3/1/08; and 1,654 on 3/1/09. The remaining 3,307 shares are currently exercisable.

6. The Reporting Person will become vested in these options pursuant to the following schedule: 170 on July 26, 2007; 170 on July 26, 2008; and 170 on July 26, 2009. The remaining 173 shares have already vested.

Remarks:

	Robert M. Kerrigan, III for Richard N. Marshall	11/13/2006
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.