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 *

Gaudiosi Monica M 		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 & General Counsel
(Last)          (First)          (Middle)

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

12/13/2010
(Street)

HOUSTON, X1 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                  11500   D    
Common Stock                  3465.8997   I   401(k) Plan   (1)

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)   $24.0572                      (2) 7/26/2015   Common Stock   1365     1365   D    
Employee Stock Option(Right to purchase)   $22.68                      (2) 11/11/2015   Common Stock   25000     25000   D    
Stock Appreciation Rights   $28.07                      (3) 12/28/2016   Common Stock   23753     23753   D    
Cash Restricted Units     (4)                    (4)   (4) Common Stock   2715     2715   D    
Stock Appreciation Rights   $28.48                      (5) 12/17/2017   Common Stock   38685     38685   D    
Cash Restricted Units     (6)                    (6)   (6) Common Stock   15464     15464   D    
Stock Appreciation Rights   $12.55                      (7) 12/15/2018   Common Stock   95336     95336   D    
Cash restricted Units (Common Stock)     (8)                    (8)   (8) Common Stock   13305     13305   D    
Stock Appreciation Rights   $21.64                      (9) 12/15/2019   Common Stock   46703     46703   D    
Cash Restricted Units     (10) 12/13/2010     A      9681         (10)   (10) Common Stock   9681     (10) 9681   D    
Stock Appreciation Rights   $24.80   12/13/2010     A      32168         (11) 12/13/2020   Common Stock   32168     (11) 32168   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, 2009.
( 2)  The options are fully vested and exerciseable.
( 3)  Stock appreciation rights are currently vested and exerciseable.
( 4)  8,144 cash restricted units were awarded to the Reporting Person on December 17, 2007 ("Grant Date 2007"). The cash restricted units permit the Reporting Person 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 expire in equal annual installments on the first, second and third anniversaries of Grant Date 2007. To date, restrictions have expired on 5,430 units. Restrictions on the remaining 2,714 cash restricted units will expire on December 17, 2010.
( 5)  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 Grant Date 2007. The award will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2007. As such, 25,790 stock appreciation rights are currently vested and exerciseable. The remaining 12,895 stock appreciation rights will vest on December 17, 2010.
( 6)  23,195 cash restricted units were awarded to the Reporting Person on on December 15, 2008 ("Grant Date 2008"). The cash restricted units permit the Reporting Person 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 each award expire in equal installments on the first, second and third anniversaries of Grant Date 2008. To date, restrictions have expired on 7,731 cash restricted units. Restrictions on an additional 7,732 cash restricted units will expire on December 15, 2010.
( 7)  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 Grant Date 2008. The award will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2008. To date, 31,778 stock appreciation rights are currently vested and exerciseable. An additional 31,779 stock appreciation rights will vest on December 15, 2010.
( 8)  13,305 cash restricted units were awarded to the Reporting Person on on December 15, 2009 ("Grant Date 2009"). The cash restricted units permit the Reporting Person 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 each award expire in equal installments on the first, second and third anniversaries of Grant Date 2009. Restrictions on 4,435 on cash restricted units will expire on December 15, 2010.
( 9)  Stock appreciation rights will be settled in shares of common stock at an exercise price of $21.64 per share, which was equal to the closing price on Grant Date 2009. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. 15,567 stock appreciation rights will vest on December 15, 2010.
( 10)  9,681 cash restricted units were awarded to the Reporting Person on on December 13, 2010 ("Grant Date 2010"). The cash restricted units permit the Reporting Person 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 each award expire in equal installments on the first, second and third anniversaries of Grant Date 2010.
( 11)  Stock appreciation rights will be settled in shares of common stock at an exercise price of $24.80 per share, which was equal to the closing price on Grant Date 2010. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gaudiosi Monica M
5444 WESTHEIMER ROAD
HOUSTON, X1 77056-5306

SVP & General Counsel

Signatures
Robert M. Kerrigan, III for Monica M. Gaudiosi 12/14/2010
** 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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