As filed with the Securities and Exchange Commission on October 2, 2000
                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                             SOUTHERN UNION COMPANY

             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                    75-0571592
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                              --------------------

           SOUTHERN UNION COMPANY PROVENERGY VOLUNTARY INVESTMENT PLAN
                            (Full Title of the Plan)

                                 With a copy to:

Dennis K. Morgan, Esq.                      Stephen A. Bouchard, Esq.
Senior Vice President - Legal and Secretary FLEISCHMAN AND WALSH, L.L.P.
SOUTHERN UNION COMPANY                      1400 Sixteenth Street, N.W.
504 Lavaca Street, Suite 800                Suite 600
Austin, Texas 78701                         Washington, DC 20036
(512) 477-5852                              (202) 939-7900

(Name, Address and Telephone Number, Including Area Code of Agent for Service)
                              --------------------
                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------
                                         Proposed      Proposed
                                         Maximum       Maximum
                            Amount       Offering      Aggregate     Amount of
                             to be       Price Per     Offering    Registration
Title of Securities       Registered      Share         Price          Fee
 to be Registered           (1)(2)         (3)           (3)          (2)(3)

Common Stock, par          494,101
value $1.00 per share       shares       $19.375      $9,573,202    $2,527.33



<PAGE>








-----------------------------

(1)      Pursuant to Rule 416 under the  Securities Act of 1933, as amended (the
         "Securities Act'), this Registration Statement also covers, in addition
         to the  number  of shares of common  stock  stated  above,  a number of
         shares  which by reason of  certain  events  specified  in the Plan may
         become subject to the Plan.

(2)      The shares of Common  Stock  being  registered  consist of shares to be
         acquired by the Trustee through open market  purchases  pursuant to the
         Plan for the account of the Plan's participants.

(3)      Estimated  in  accordance  with Rule 457(c) under the  Securities  Act,
         solely for the purpose of calculating  the  registration  fee and based
         upon the  average  of the high and low sales  prices  for shares of the
         Registrant's   Common   Stock  on  the  New  York  Stock   Exchange  on
         September 27, 2000 of $19.375 per share.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s)  containing the information specified in Part I of Form S-8 will
be sent or  given to  participants  in the  Southern  Union  Company  ProvEnergy
Voluntary   Investment   Plan  (the  "Plan")  as  specified  by  Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act.

Such  document(s)  (along with the documents  incorporated by reference into the
Registration  Statement  pursuant  to  Item 3 of Part II  hereof)  constitute  a
prospectus that meets the requirements of Section 10(a) of the Securities Act.




<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.
-------  ------------------------------------------------

The following  documents  previously  or  concurrently  filed by Southern  Union
Company (the "Company") with the Commission are hereby incorporated by reference
in this Registration Statement:

(a)      the Company's Annual Report on Form 10-K for the fiscal year ended June
         30, 2000 filed pursuant to Rule 13a-1 of the Securities Exchange Act of
         1934, as amended (the "Exchange Act");

(b)      all other  reports  filed by the Company  pursuant to Section  13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the Annual Report referred to above;

 (c)     the description of the common stock,  par value $1.00 per share, of the
         Registrant   (the  "Common  Stock")   contained  in  the   Registrant's
         Registration  Statement on Form S-3 (File No. 333-10585) filed with the
         Commission  on August 22, 1996 and all  amendments or reports filed for
         the purpose of updating such description.

All documents  subsequently filed by the Registrant with the Commission pursuant
to Sections 13(a),  13(c), 14, or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference into this Registration Statement and to be a
part  thereof  from the date of the  filing  of such  documents.  Any  statement
contained  in the  documents  incorporated,  or  deemed to be  incorporated,  by
reference  herein or therein  shall be deemed to be modified or  superseded  for
purposes of this Registration Statement to the extent that a statement contained
herein or therein or in any other  subsequently filed document which also is, or
is  deemed to be,  incorporated  by  reference  herein or  therein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

The Company shall furnish  without  charge to each person to whom the Prospectus
is  delivered,  on the written or oral request of such person,  a copy of any or
all of the  documents  incorporated  by  reference,  other than exhibits to such
documents  (unless such exhibits are  specifically  incorporated by reference to
the information that is incorporated).  Requests should be directed to George E.
Yankowski, Treasurer and Director of Investor Relations, Southern Union Company,
504 Lavaca  Street,  Eighth Floor,  Suite 800,  Austin,  Texas 78701,  telephone
number (512) 477-5852.



<PAGE>



All  information  appearing in this  Registration  Statement is qualified in its
entirety by the detailed information,  including financial statements, appearing
in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities.
------   -------------------------

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

Not Applicable.
Item 6.  Indemnification of Directors and Officers.
------   -----------------------------------------

Section 145 of the General Corporation Law of Delaware empowers a corporation to
indemnify  its  directors  and  officers,  subject to certain  limitations.  The
Company's Bylaws require the Company to indemnify their respective directors and
officers to the fullest extent permitted by law.

Article TWELFTH of the Restated  Certificate of  Incorporation of Southern Union
eliminates  personal  liability of directors to the fullest extent  permitted by
Delaware law. Section 145 of the Delaware General  Corporation Law provides that
a Delaware  corporation  may indemnify any person against  expenses,  judgments,
fines and  settlements  actually and  reasonably  incurred by any such person in
connection with a threatened, pending or completed action, suit or proceeding in
which  he is  involved  by  reason  of the  fact  that he is or was a  director,
officer,  employee or agent of such  corporation,  provided that (i) he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the  corporation  and (ii) with respect to any criminal action
or proceeding,  he had no reasonable  cause to believe his conduct was unlawful.
If the action or suit is by or in the name of the  corporation,  the corporation
may indemnify any such person against expenses actually and reasonably  incurred
by him in connection with the defense or settlement of such action or suit if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in  respect to any  claim,  issue or matter as to which such  person
shall  have been  adjudged  to be liable for  negligence  or  misconduct  in the
performance of his duty to the  corporation,  unless and only to the extent that
the  Delaware  Court of  Chancery  or the court in which  the  action or suit is
brought  determines upon application that, despite the adjudication of liability
but in the light of the  circumstances  of the case,  such  person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.

The directors and officers of Southern  Union are covered by insurance  policies
indemnifying against certain liabilities,  including certain liabilities arising
under the Securities Act, which might be incurred by them in such capacities and
against which they cannot be indemnified by Southern  Union.  Southern Union has
entered  into an  Indemnification  Agreement  with  each  member of its Board of
Directors.  The  Indemnification  Agreement  provides  the  Directors  with  the
contractual right to  indemnification  for any acts taken in their capacity as a
director of Southern Union to the fullest extent permitted under Delaware law.

Any agents,  dealers or underwriters  who execute any of the agreements filed as
Exhibit  1 to this  registration  statement  will  agree to  indemnify  Southern
Union's  directors  and their  officers  who signed the  registration  statement
against certain liabilities that may arise under the Securities Act with respect
to  information  furnished  to  Southern  Union  by or on  behalf  of  any  such
indemnifying party.

Item 7.  Exemption from Registration Claimed.
------   -----------------------------------

Not Applicable.

Item 8.  Exhibits.
------   --------

Regulation                                          Reference to Prior Filing or
S-K Exhibit                                            Exhibit Number Attached
 Number        Document                                       Hereto
------------   --------                             --------------------------

4              Southern Union Company ProvEnergy      Attached as Exhibit 4
               Voluntary Investment Plan, Plan
               Adoption Agreement, and Amendment
               to the Plan

23             Consent of Independent Accountants,    Attached as Exhibit 23
               PricewaterhouseCoopers  LLP

24             Power of Attorney                      Attached as Exhibit 24

In lieu of the opinion of counsel or determination  letter  contemplated by Item
601(b)(5) of Regulation  S-K,  Registrant  hereby confirms that is has submitted
the Plan and  undertakes  that it will  submit  all  amendments  thereto  to the
Internal Revenue Service (the "IRS") in a timely manner, and that it has made or
will make all  changes  required  by the IRS in order to qualify  the Plan under
Section 401 of the Internal  Revenue Code.  Pursuant to subsection (a) of Item 8
of Form S-8, no opinion with respect to legality of the Common Stock,  $1.00 par
value per share (the "Common Stock"),  being requested is required as the Common
Stock being registered herein is currently outstanding.

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement to include any material  information with respect to
                  the  plan of  distribution  not  previously  disclosed  in the
                  registration   statement  or  any  material   change  to  such
                  information in the registration statement.
         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the  Exchange  Act that is  incorporated  by  reference in the
         registration  statement  shall  be  deemed  to  be a  new  registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether
         such indemnification by it is against public policy as expressed in the
         Act and will be governed by the final adjudication of such issue.


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it is has  reasonable  grounds  to  believe  that it  meets  the
requirements  for filing on Form S-8 and the  Registrant  has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Austin, State of Texas on October 2, 2000.

                                  SOUTHERN UNION COMPANY


                                  /s/ DAVID J. KVAPIL
                                  --------------------------------
                                  David J. Kvapil
                                  Senior Vice President and Corporate Controller

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons on behalf of the  Registrant
and in the capacities indicated on September 19, 2000.



        Signature/Name                                Title
--------------------------                 -------------------------------

    GEORGE L. LINDEMANN*                   Director and Chief Executive Officer

    PETER H. KELLEY*                       Director and Chief Operating Officer

    JOHN E. BRENNAN*                       Director

    FRANK W. DENIUS*                       Director

    AARON I. FLEISCHMAN*                   Director

    KURT A. GITTER, M.D.*                  Director

    ADAM M. LINDEMANN*                     Director

    ROGER J. PEARSON*                      Director

    GEORGE ROUNTREE, III*                  Director

    DAN K. WASSONG*                        Director

    THOMAS F. KARAM*                       Director

    RONALD W. SIMMS*                       Director

    /s/ RONALD J. ENDRES                   Executive Vice President and
    -------------------------              Chief Financial Officer
    Ronald J. Endres

    /s/ DAVID J. KVAPIL                    Senior Vice President and Controller
    -------------------------              (Principal Accounting Officer)
    David J. Kvapil



*By:      /s/ DAVID J. KVAPIL
         --------------------------------
         David J. Kvapil
         Attorney-in-fact
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 17480}]
{"company-data": {"conformed-name": "SOUTHERN UNION CO", "cik": "0000203248", "assigned-sic": "4924", "irs-number": "750571592", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47144", "film-number": "733582"}, "business-address": {"street1": "504 LAVACA ST 8TH FL", "city": "AUSTIN", "state": "TX", "zip": "78701", "phone": "5124775852"}}
As filed with the Securities and Exchange Commission on October 2, 2000
                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                             SOUTHERN UNION COMPANY

             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                    75-0571592
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                              --------------------

           SOUTHERN UNION COMPANY PROVENERGY VOLUNTARY INVESTMENT PLAN
                            (Full Title of the Plan)

                                 With a copy to:

Dennis K. Morgan, Esq.                      Stephen A. Bouchard, Esq.
Senior Vice President - Legal and Secretary FLEISCHMAN AND WALSH, L.L.P.
SOUTHERN UNION COMPANY                      1400 Sixteenth Street, N.W.
504 Lavaca Street, Suite 800                Suite 600
Austin, Texas 78701                         Washington, DC 20036
(512) 477-5852                              (202) 939-7900

(Name, Address and Telephone Number, Including Area Code of Agent for Service)
                              --------------------
                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------
                                         Proposed      Proposed
                                         Maximum       Maximum
                            Amount       Offering      Aggregate     Amount of
                             to be       Price Per     Offering    Registration
Title of Securities       Registered      Share         Price          Fee
 to be Registered           (1)(2)         (3)           (3)          (2)(3)

Common Stock, par          494,101
value $1.00 per share       shares       $19.375      $9,573,202    $2,527.33
-----------------------------

(1)      Pursuant to Rule 416 under the  Securities Act of 1933, as amended (the
         "Securities Act'), this Registration Statement also covers, in addition
         to the  number  of shares of common  stock  stated  above,  a number of
         shares  which by reason of  certain  events  specified  in the Plan may
         become subject to the Plan.

(2)      The shares of Common  Stock  being  registered  consist of shares to be
         acquired by the Trustee through open market  purchases  pursuant to the
         Plan for the account of the Plan's participants.

(3)      Estimated  in  accordance  with Rule 457(c) under the  Securities  Act,
         solely for the purpose of calculating  the  registration  fee and based
         upon the  average  of the high and low sales  prices  for shares of the
         Registrant's   Common   Stock  on  the  New  York  Stock   Exchange  on
         September 27, 2000 of $19.375 per share.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s)  containing the information specified in Part I of Form S-8 will
be sent or  given to  participants  in the  Southern  Union  Company  ProvEnergy
Voluntary   Investment   Plan  (the  "Plan")  as  specified  by  Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act.

Such  document(s)  (along with the documents  incorporated by reference into the
Registration  Statement  pursuant  to  Item 3 of Part II  hereof)  constitute  a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
-------  ------------------------------------------------

The following  documents  previously  or  concurrently  filed by Southern  Union
Company (the "Company") with the Commission are hereby incorporated by reference
in this Registration Statement:

(a)      the Company's Annual Report on Form 10-K for the fiscal year ended June
         30, 2000 filed pursuant to Rule 13a-1 of the Securities Exchange Act of
         1934, as amended (the "Exchange Act");

(b)      all other  reports  filed by the Company  pursuant to Section  13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the Annual Report referred to above;

 (c)     the description of the common stock,  par value $1.00 per share, of the
         Registrant   (the  "Common  Stock")   contained  in  the   Registrant's
         Registration  Statement on Form S-3 (File No. 333-10585) filed with the
         Commission  on August 22, 1996 and all  amendments or reports filed for
         the purpose of updating such description.

All documents  subsequently filed by the Registrant with the Commission pursuant
to Sections 13(a),  13(c), 14, or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference into this Registration Statement and to be a
part  thereof  from the date of the  filing  of such  documents.  Any  statement
contained  in the  documents  incorporated,  or  deemed to be  incorporated,  by
reference  herein or therein  shall be deemed to be modified or  superseded  for
purposes of this Registration Statement to the extent that a statement contained
herein or therein or in any other  subsequently filed document which also is, or
is  deemed to be,  incorporated  by  reference  herein or  therein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

The Company shall furnish  without  charge to each person to whom the Prospectus
is  delivered,  on the written or oral request of such person,  a copy of any or
all of the  documents  incorporated  by  reference,  other than exhibits to such
documents  (unless such exhibits are  specifically  incorporated by reference to
the information that is incorporated).  Requests should be directed to George E.
Yankowski, Treasurer and Director of Investor Relations, Southern Union Company,
504 Lavaca  Street,  Eighth Floor,  Suite 800,  Austin,  Texas 78701,  telephone
number (512) 477-5852.
All  information  appearing in this  Registration  Statement is qualified in its
entirety by the detailed information,  including financial statements, appearing
in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities.
------   -------------------------

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

Not Applicable.
Item 6.  Indemnification of Directors and Officers.
------   -----------------------------------------

Section 145 of the General Corporation Law of Delaware empowers a corporation to
indemnify  its  directors  and  officers,  subject to certain  limitations.  The
Company's Bylaws require the Company to indemnify their respective directors and
officers to the fullest extent permitted by law.

Article TWELFTH of the Restated  Certificate of  Incorporation of Southern Union
eliminates  personal  liability of directors to the fullest extent  permitted by
Delaware law. Section 145 of the Delaware General  Corporation Law provides that
a Delaware  corporation  may indemnify any person against  expenses,  judgments,
fines and  settlements  actually and  reasonably  incurred by any such person in
connection with a threatened, pending or completed action, suit or proceeding in
which  he is  involved  by  reason  of the  fact  that he is or was a  director,
officer,  employee or agent of such  corporation,  provided that (i) he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the  corporation  and (ii) with respect to any criminal action
or proceeding,  he had no reasonable  cause to believe his conduct was unlawful.
If the action or suit is by or in the name of the  corporation,  the corporation
may indemnify any such person against expenses actually and reasonably  incurred
by him in connection with the defense or settlement of such action or suit if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in  respect to any  claim,  issue or matter as to which such  person
shall  have been  adjudged  to be liable for  negligence  or  misconduct  in the
performance of his duty to the  corporation,  unless and only to the extent that
the  Delaware  Court of  Chancery  or the court in which  the  action or suit is
brought  determines upon application that, despite the adjudication of liability
but in the light of the  circumstances  of the case,  such  person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.

The directors and officers of Southern  Union are covered by insurance  policies
indemnifying against certain liabilities,  including certain liabilities arising
under the Securities Act, which might be incurred by them in such capacities and
against which they cannot be indemnified by Southern  Union.  Southern Union has
entered  into an  Indemnification  Agreement  with  each  member of its Board of
Directors.  The  Indemnification  Agreement  provides  the  Directors  with  the
contractual right to  indemnification  for any acts taken in their capacity as a
director of Southern Union to the fullest extent permitted under Delaware law.

Any agents,  dealers or underwriters  who execute any of the agreements filed as
Exhibit  1 to this  registration  statement  will  agree to  indemnify  Southern
Union's  directors  and their  officers  who signed the  registration  statement
against certain liabilities that may arise under the Securities Act with respect
to  information  furnished  to  Southern  Union  by or on  behalf  of  any  such
indemnifying party.

Item 7.  Exemption from Registration Claimed.
------   -----------------------------------

Not Applicable.

Item 8.  Exhibits.
------   --------

Regulation                                          Reference to Prior Filing or
S-K Exhibit                                            Exhibit Number Attached
 Number        Document                                       Hereto
------------   --------                             --------------------------

4              Southern Union Company ProvEnergy      Attached as Exhibit 4
               Voluntary Investment Plan, Plan
               Adoption Agreement, and Amendment
               to the Plan

23             Consent of Independent Accountants,    Attached as Exhibit 23
               PricewaterhouseCoopers  LLP

24             Power of Attorney                      Attached as Exhibit 24

In lieu of the opinion of counsel or determination  letter  contemplated by Item
601(b)(5) of Regulation  S-K,  Registrant  hereby confirms that is has submitted
the Plan and  undertakes  that it will  submit  all  amendments  thereto  to the
Internal Revenue Service (the "IRS") in a timely manner, and that it has made or
will make all  changes  required  by the IRS in order to qualify  the Plan under
Section 401 of the Internal  Revenue Code.  Pursuant to subsection (a) of Item 8
of Form S-8, no opinion with respect to legality of the Common Stock,  $1.00 par
value per share (the "Common Stock"),  being requested is required as the Common
Stock being registered herein is currently outstanding.

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement to include any material  information with respect to
                  the  plan of  distribution  not  previously  disclosed  in the
                  registration   statement  or  any  material   change  to  such
                  information in the registration statement.
         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the  Exchange  Act that is  incorporated  by  reference in the
         registration  statement  shall  be  deemed  to  be a  new  registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether
         such indemnification by it is against public policy as expressed in the
         Act and will be governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it is has  reasonable  grounds  to  believe  that it  meets  the
requirements  for filing on Form S-8 and the  Registrant  has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Austin, State of Texas on October 2, 2000.

                                  SOUTHERN UNION COMPANY

                                  /s/ DAVID J. KVAPIL
                                  --------------------------------
                                  David J. Kvapil
                                  Senior Vice President and Corporate Controller

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons on behalf of the  Registrant
and in the capacities indicated on September 19, 2000.

        Signature/Name                                Title
--------------------------                 -------------------------------

    GEORGE L. LINDEMANN*                   Director and Chief Executive Officer

    PETER H. KELLEY*                       Director and Chief Operating Officer

    JOHN E. BRENNAN*                       Director

    FRANK W. DENIUS*                       Director

    AARON I. FLEISCHMAN*                   Director

    KURT A. GITTER, M.D.*                  Director

    ADAM M. LINDEMANN*                     Director

    ROGER J. PEARSON*                      Director

    GEORGE ROUNTREE, III*                  Director

    DAN K. WASSONG*                        Director

    THOMAS F. KARAM*                       Director

    RONALD W. SIMMS*                       Director

    /s/ RONALD J. ENDRES                   Executive Vice President and
    -------------------------              Chief Financial Officer
    Ronald J. Endres

    /s/ DAVID J. KVAPIL                    Senior Vice President and Controller
    -------------------------              (Principal Accounting Officer)
    David J. Kvapil

*By:      /s/ DAVID J. KVAPIL
         --------------------------------
         David J. Kvapil
         Attorney-in-fact