<PAGE>

=================================================================
     As filed with the Securities and Exchange Commission on
                         May 27, 1999
                   Registration No. 33-______

               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
  of Incorporation or Organization)           Identification No.)

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

             SOUTHERN UNION COMPANY SUPPLEMENTAL DEFERRED
                          COMPENSATION PLAN
                      (Full Title of the Plan)

                          With a copy to:

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

     (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)       (2)
-----------------------------------------------------------------

Common Stock, par
value $1.00 per
    share             500,000   $21.96875 $10,984,375 $3,053.66


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

(1)  In addition, pursuant to Rule 416 under the Securities Act
     of 1933, as amended, this Registration Statement also covers
     an indeterminate amount of interests to be offered or sold
     pursuant to the employee benefit plan described herein.

(2)  Estimated in accordance with Rule 457(c), 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 May 20, 1999 of $22.5 and $21.4375 per share, respec-
     tively.

=================================================================
<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  Supplemental Deferred Compensation Plan (the
"Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (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 require-
ments 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, 1998 filed pursuant to Rule 13a-1 of the
     Securities Exchange Act of 1934, as amended (the "Exchange
     Act");

(b)  the Company's Quarterly Report on Form 10-Q for each of the
     quarters ended September 30, 1998, December 31, 1998 and
     March 31, 1999;

(c)  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;

(d)  the Company's definitive Proxy Statement for its Annual
     Meeting of Stockholders held on November 12, 1998; and

(e)  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 Com-
mission 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 State-
ment and to be a part thereof from the date of the filing of such
documents.  Any statement contained in the documents incorpo-
rated, 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 state-
ment.  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 infor-
mation that is incorporated).  Requests should be directed to
George E. Yankowski, Treasurer and Director of Investor Rela-
tions, Southern Union Company, 504 Lavaca Street, 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 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 Fourteen of the Restated Certificate on Incorporation of
the Company eliminates personal liability of directors to the
fullest extent permitted by Delaware law.

Officers and directors of the Company are covered by insurance
that (with certain exceptions and within certain limitations)
indemnifies them against losses and liabilities arising from any
alleged "wrongful act," including any alleged error, misstate-
ment, misleading statement, omission, neglect or breach of duty.

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

Not Applicable.

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

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

     4        Southern Union Company Amended      Attached as
              Supplemental Deferred Compensa-     Exhibit 4
              tion Plan with amendments

     5        Opinion of Barton and Vanderburg    Attached as
                                                  Exhibit 5

   23.1       Consent of Independent              Attached as
              Accountant                          Exhibit 23.1

   23.2       Consent of Barton and Vanderburg    Included in
                                                  Exhibit 5
                                                  hereto

    24        Power of Attorney                   Attached as
                                                  Exhibit 24

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 regis-
          tration 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 state-
          ment.

     (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 regis-
          tration 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, unenforce-
     able.  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 con-
     trolling 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 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 May 27, 1999.


                           SOUTHERN UNION COMPANY



                           By:  RONALD J. ENDRES
                               ------------------
                                Ronald J. Endres
                                Executive Vice President and
                                  Chief Financial Officer
                                (Duly Authorized Representative)

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
May 27, 1999.



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

GEORGE L. LINDEMANN*       Chairman of the Board, Chief Executive
                             Officer and Director
                           (Principal Executive Officer)

JOHN E. BRENNAN*           Director

AARON I. FLEISCHMAN*       Director

PETER H. KELLEY            Director

ADAM M. LINDEMANN*         Director

ROGER J. PEARSON*          Director

GEORGE ROUNTREE, III*      Director

DAN K. WASSONG*            Director

KURT A. GITTER, M.D.*      Director

RONALD J. ENDRES           Executive Vice President and Chief
----------------
Ronald J. Endres             Financial Officer
                           (Principal Financial Officer)

DAVID J. KVAPIL            Senior Vice President and
---------------

David J. Kvapil              Corporate Controller
                           (Principal Accounting Officer)




*By:  RONALD J. ENDRES
     ------------------
      Ronald J. Endres
      Attorney-in-fact
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13998}]
{"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": "333-79443", "film-number": "99636113"}, "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
                         May 27, 1999
                   Registration No. 33-______

               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
  of Incorporation or Organization)           Identification No.)

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

             SOUTHERN UNION COMPANY SUPPLEMENTAL DEFERRED
                          COMPENSATION PLAN
                      (Full Title of the Plan)

                          With a copy to:

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

     (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)       (2)
-----------------------------------------------------------------

Common Stock, par
value $1.00 per
    share             500,000   $21.96875 $10,984,375 $3,053.66

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

(1)  In addition, pursuant to Rule 416 under the Securities Act
     of 1933, as amended, this Registration Statement also covers
     an indeterminate amount of interests to be offered or sold
     pursuant to the employee benefit plan described herein.

(2)  Estimated in accordance with Rule 457(c), 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 May 20, 1999 of $22.5 and $21.4375 per share, respec-
     tively.

=================================================================
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  Supplemental Deferred Compensation Plan (the
"Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (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 require-
ments 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, 1998 filed pursuant to Rule 13a-1 of the
     Securities Exchange Act of 1934, as amended (the "Exchange
     Act");

(b)  the Company's Quarterly Report on Form 10-Q for each of the
     quarters ended September 30, 1998, December 31, 1998 and
     March 31, 1999;

(c)  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;

(d)  the Company's definitive Proxy Statement for its Annual
     Meeting of Stockholders held on November 12, 1998; and

(e)  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 Com-
mission 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 State-
ment and to be a part thereof from the date of the filing of such
documents.  Any statement contained in the documents incorpo-
rated, 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 state-
ment.  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 infor-
mation that is incorporated).  Requests should be directed to
George E. Yankowski, Treasurer and Director of Investor Rela-
tions, Southern Union Company, 504 Lavaca Street, 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 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 Fourteen of the Restated Certificate on Incorporation of
the Company eliminates personal liability of directors to the
fullest extent permitted by Delaware law.

Officers and directors of the Company are covered by insurance
that (with certain exceptions and within certain limitations)
indemnifies them against losses and liabilities arising from any
alleged "wrongful act," including any alleged error, misstate-
ment, misleading statement, omission, neglect or breach of duty.

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

Not Applicable.

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

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

     4        Southern Union Company Amended      Attached as
              Supplemental Deferred Compensa-     Exhibit 4
              tion Plan with amendments

     5        Opinion of Barton and Vanderburg    Attached as
                                                  Exhibit 5

   23.1       Consent of Independent              Attached as
              Accountant                          Exhibit 23.1

   23.2       Consent of Barton and Vanderburg    Included in
                                                  Exhibit 5
                                                  hereto

    24        Power of Attorney                   Attached as
                                                  Exhibit 24

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 regis-
          tration 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 state-
          ment.

     (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 regis-
          tration 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, unenforce-
     able.  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 con-
     trolling 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 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 May 27, 1999.

                           SOUTHERN UNION COMPANY

                           By:  RONALD J. ENDRES
                               ------------------
                                Ronald J. Endres
                                Executive Vice President and
                                  Chief Financial Officer
                                (Duly Authorized Representative)

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
May 27, 1999.

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

GEORGE L. LINDEMANN*       Chairman of the Board, Chief Executive
                             Officer and Director
                           (Principal Executive Officer)

JOHN E. BRENNAN*           Director

AARON I. FLEISCHMAN*       Director

PETER H. KELLEY            Director

ADAM M. LINDEMANN*         Director

ROGER J. PEARSON*          Director

GEORGE ROUNTREE, III*      Director

DAN K. WASSONG*            Director

KURT A. GITTER, M.D.*      Director

RONALD J. ENDRES           Executive Vice President and Chief
----------------
Ronald J. Endres             Financial Officer
                           (Principal Financial Officer)

DAVID J. KVAPIL            Senior Vice President and
---------------

David J. Kvapil              Corporate Controller
                           (Principal Accounting Officer)

*By:  RONALD J. ENDRES
     ------------------
      Ronald J. Endres
      Attorney-in-fact