FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Marshall Richard N 		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)
SVP & Chief Financial Officer
(Last)          (First)          (Middle)

5444 WESTHEIMER ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/9/2009
(Street)

HOUSTON, TX 77056-5306
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   10/9/2009     P    80.1468   (1) A $20.99   11176.6807   I   Supplemental Deferred Compensation Plan   (2)
Common Stock                  2774.3058   I   401(k) Plan   (3)
Common Stock                  1037.284   D   (4)  
Common Stock                  1050   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Purchase)   $16.8255                      (5) 2/6/2014   Common Stock   8269     8269   D    
Employee Stock Option (Right to Purchase)   $24.057                      (5) 7/26/2015   Common Stock   683     683   D    
Cash Restricted Unitts     (6)                    (6)   (6) Common Stock   2027     2027   D    
Stock Appreciation Rights   $28.07                      (7) 12/28/2016   Common Stock   19299     19299   D    
Cash Restricted Units     (7)                    (8)   (8) Common Stock   5430     5430   D    
Stock Appreciation Rights   $28.48                      (9) 12/17/2017   Common Stock   38685     38685   D    
Cash Restricted Units     (10)                    (10)   (10) Common Stock   23195     23195   D    
Stock Appreciation Rights   $12.55                      (11) 12/15/2018   Common Stock   95336     95336   D    

Explanation of Responses:
( 1)  This amount reflects shares acquired from reinvested dividend proceeds awarded to the Reporting Person as part of the Company's quarterly cash dividend. The Company makes separate filings for these dividend transactions.
( 2)  This information concerns shares held under the Issuer's Supplemental Deferred Compensation Plan. Shares purchased for the plan by the plan trustee are purchased at the sole discretion of the trustee, at such prices as were available in the open market at the time of such purchases.
( 3)  This information concerns shares held under the Issuer's 401(k) Plan. Information reported herein is based on a plan statement for the period ended December 31, 2008
( 4)  The Reporting Person owns these shares jointly with his spouse.
( 5)  All of the options are fully vested and exercisable.
( 6)  6,079 cash restricted units were awarded to the Reporting Person on December 28, 2006 ("Grant Date 2006"). The cash restricted units permit the recipient to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on such dates. Restrictions on the award will expire in equal annual installments on the first, second and third anniversaries of Grant Date 2006. To date, restrictions have expired on 4,052 of the cash restricted units.
( 7)  Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.07 per share, which was equal to the closing price on Grant Date 2006. The award will vest in equal annual installments on the first, second and third anniversaries of the Grant Date 2006. To date 12,866 stock appreciation rights have vested.
( 8)  8,144 cash restricted units were awarded to the Reporting Person on December 17, 2007 ("Grant Date 2007"). The cash restricted units permit the recipient to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on such dates. Restrictions on the award will expire in equal annual installments on the first, second and third anniversaries of Grant Date 2007. To date, restrictions have expired on 2,714 of the cash restricted units.
( 9)  Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.48 per share, which was equal to the closing price on the Grant Date 2007. The award will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2007. To date, 12,895 stock appreciation rights have vested.
( 10)  23,195 cash restricted units were awarded to the Reporting Person on December 15, 2008 ("Grant Date 2008"). The cash restricted units permit the recipient to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on such dates. Restrictions on the award will expire in equal annual installments on the first, second and third anniversaries of Grant Date 2008.
( 11)  Stock appreciation rights will be settled in shares of common stock at an exercise price of $12.55 per share, which was equal to the closing price on the Grant Date 2008. The award will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2008.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Marshall Richard N
5444 WESTHEIMER ROAD
HOUSTON, TX 77056-5306

SVP & Chief Financial Officer

Signatures
Robert M. Kerrigan, III for Richard N. Marshall 10/13/2009
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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