Exhibit 14

                             SOUTHERN UNION COMPANY

                       CODE OF ETHICS AND BUSINESS CONDUCT

The Board of  Directors  of the Company  (the  "Board")  maintains  policies and
procedures  (which we refer to as the "Code")  that  represent  both the code of
ethics for the principal  executive  officer,  principal  financial  officer and
principal accounting officer under Securities and Exchange Commission rules, and
the  code  of  business  conduct  and  ethics  for  members  of the  Board  (the
"Directors"),  officers  and  employees  under New York Stock  Exchange  listing
standards. The Code applies to all Directors, officers and employees.

The Code is posted on the Company's Internet web site at www.southernunionco.com
and is available  free of charge by calling the Company at (570)  820-2418 or by
writing to:

Southern Union Company
Attn: Corporate Secretary
One PEI Center
Wilkes-Barre, PA 18711

The Code is also  filed as an  exhibit to the  Company's  Annual  Report on Form
10-K.  Any  amendment  to the Code  will be  promptly  posted  on the  Company's
Internet web site.

The Audit Committee of the Board (the "Audit Committee") is authorized to review
any issues under the Code,  retain legal  counsel and report its findings to the
Board. The Board does not envision that any waivers of the Code will be granted,
but should a waiver be granted for any  Director or executive  officer,  it will
also be promptly disclosed on the Company's Internet web site.

The Code  consists of the Ethics  Policy,  the  Conflicts of  Interest/Corporate
Opportunity  Policy, the Corporate Assets Policy, the Directorships  Policy, the
Procedures and Open Door Communication Policy and the Enforcement Policy.

The Code follows:

Ethics Policy

It is the policy of Southern Union Company to comply with all governmental laws,
rules and regulations applicable to its business.

The  Company's  Ethics  policy  does  not  stop  there.  Even  where  the law is
permissive,  the Company prefers the course of highest integrity. Local customs,
traditions  and mores differ from place to place,  and this must be  recognized.
But  honesty  is not  subject  to  criticism  in  any  culture.  A  well-founded
reputation for scrupulous dealing is itself a priceless corporate asset.

The Company  cares how results are  obtained,  not just that they are  obtained.
Directors,  officers and employees should deal fairly with each other,  with the
Company's customers and with other third parties.

The Company  expects  compliance  with its standard of integrity  throughout the
organization and will not tolerate  employees who achieve results at the cost of
violation of law or this Code. The Company's Directors and officers support, and
expect  the  Company's  employees  to  support,  any  employee  who passes up an
opportunity or advantage that would sacrifice ethical standards.

It is the Company's policy that all transactions will be accurately reflected in
its books and records.  This, of course,  means that  falsification of books and
records and the creation or  maintenance of any  off-the-record  bank account is
strictly   prohibited.   Employees  are  required  to  record  all  transactions
accurately in the Company's books and records,  and to be honest and forthcoming
with the Company's internal and independent auditors.

The Company  expects  candor from  employees at all levels and  adherence to its
policies and internal  controls.  One harm that results when  employees  conceal
information from higher management or the auditors is that other employees think
they are being given a signal that the Company's  policies and internal controls
can be ignored when they are  inconvenient.  That can result in  corruption  and
demoralization  of an organization.  The Company's system of management will not
work without honesty.

It  is  the  Company's  policy  to  make  full,  fair,   accurate,   timely  and
understandable  disclosure in reports and documents  that the Company files with
the Securities and Exchange Commission and in other public  communications.  All
employees are responsible for reporting  relevant material  information known to
them to higher  management so that the  information  will be available to senior
executives responsible for making disclosure decisions.

Conflicts of Interest/Corporate Opportunity Policy

It is the  policy  of  Southern  Union  Company  that  Directors,  officers  and
employees  are expected to avoid any actual or apparent  conflict  between their
own personal  interests and the interests of the Company. A conflict of interest
can arise when a Director,  officer or employee  takes  actions or has  personal
interests  that may  interfere  with the effective  performance  of work for the
Company.  For example,  Directors,  officers and employees are required to avoid
actual or apparent conflicts in dealings with suppliers, customers,  competitors
and other third  parties.  Directors,  officers  and  employees  are required to
refrain from taking for themselves opportunities discovered through their use of
corporate  assets or information or through their positions with the Company and
are  prohibited  from using  corporate  property,  information,  or position for
personal  gain.  Directors,   officers  and  employees  are  required  to  avoid
securities transactions based on material, nonpublic information learned through
their positions with the Company. Directors, officers and employees are required
to refrain from competing with the Company.

Corporate Assets Policy

It is the  policy  of  Southern  Union  Company  that  Directors,  officers  and
employees  are  expected  to  protect  the  assets of the  Company  and use them
efficiently to advance the Company's  interests.  Those assets include  tangible
assets and intangible assets,  such as confidential  information of the Company.
No  Director,  officer or employee  should use or disclose at any time during or
subsequent  to  employment  or other  service  to the  Company,  without  proper
authority or mandate,  confidential  information obtained from any source in the
course of the Company's business.  Examples of confidential  information include
nonpublic information about the Company's business,  plans, earnings,  financial
forecasts, business forecasts,  discoveries,  competitive bids, technologies and
personnel.

Directorships Policy

It is the policy of Southern  Union  Company to restrict the holding by officers
and employees of directorships in nonaffiliated  for-profit organizations and to
prohibit the  acceptance by any officer or employee of such  directorships  that
could involve a conflict of interest  with, or interfere  with, the discharge of
the officer's or employee's  duties to the Company.  Any officer or employee may
hold  directorships  in  nonaffiliated  non-profit  organizations,  unless  such
directorships  would involve a conflict of interest with, or interfere with, the
discharge of the officer's or employee's duties to the Company,  or obligate the
Company  to  provide  support  to the  nonaffiliated  non-profit  organizations.
Officers and employees  may serve as directors of affiliated  companies and such
service may be part of their normal work assignments.

All  directorships in public companies held by Company  Directors are subject to
review  and  approval  by  the  Board.  In all  other  cases,  directorships  in
nonaffiliated,  for-profit  organizations  are subject to review and approval by
the  management  of the Company,  as directed by the  Company's  Chairman of the
Board.

Procedures and Open Door Communication Policy

Southern Union Company encourages employees to ask questions, voice concerns and
make appropriate  suggestions  regarding the business  practices of the Company.
Employees are expected to report promptly to management  suspected violations of
law, the Company's policies and internal  controls,  so that management can take
appropriate  corrective  action.  The  intent  of  the  Company  is to  promptly
investigate  reports of  suspected  violations  of law,  policies  and  internal
control procedures.

Management  and  the  Audit   Committee  are  ultimately   responsible  for  the
investigation of and appropriate  response to reports of suspected violations of
law,  policies and internal  control  procedures.  The Company's  Internal Audit
Department has primary  responsibility for investigating  violations of internal
controls,  with assistance  from others,  depending on the subject matter of the
inquiry.  The persons  who  investigate  suspected  violations  are  expected to
exercise   independent   and   objective   judgment.   Towards  this  end,  most
investigations  will be conducted by outside  legal  counsel at the direction of
the Audit Committee.

Normally, an employee should first discuss suspected violations of law, policies
or internal control procedures,  with the employee's immediate supervisor.  Each
supervisor is expected to be available to subordinates  for that purpose.  If an
employee  is  dissatisfied  following  such a  discussion  with  the  employee's
immediate supervisor,  the employee is encouraged to request further reviews, in
the presence of the  supervisor or  otherwise.  Reviews  should  continue to the
level of management appropriate to resolve the issue.

Depending on the circumstances and/or subject matter of the question, concern or
suggestion,   each   employee   also  has  access  to   alternate   channels  of
communication,  for example,  the Office of the  Controller;  the Internal Audit
Department;  the Human Resources Department;  the Office of General Counsel; the
Risk, Safety & Loss Control Department; the Environmental Department; the Office
of the Treasurer; and the Chief Ethics Officer.

Suspected  violations of law or the Company's  policies  involving a Director or
executive officer, as well as any concern regarding  questionable  accounting or
auditing  matters,  should be referred  directly to the Audit  Committee and the
Chief Ethics Officer. The Audit Committee is authorized to review and direct the
investigation of all issues involving Directors or executive  officers,  and, in
its sole discretion, may refer any or all such issues to the Board.

Employees may also address  communications to individual  non-employee directors
or to the  non-employee  directors as a group by writing them at Southern  Union
Company, One PEI Center, Wilkes-Barre,  PA 18711, or such other addresses as the
Company may designate and publish from time to time.

Employees wishing to make complaints without identifying themselves may do so by
telephoning the Company's Ethics and Compliance Hotline at 1-877-888-0002, or by
writing the Chief Ethics Officer at Watson Bishop London Brophy, P.C., attention
Daniel W. Bishop, II, Esq., 106 East 6th Street, Suite 700, Austin, TX 78701, or
such other telephone  numbers,  names and addresses as the Company may designate
and publish from time to time.  All  complaints to those  telephone  numbers and
addresses  concerning  accounting,  internal  accounting  controls  or  auditing
matters will be referred to the Audit Committee.

All  persons  responding  to  employees'  questions,  concerns,  complaints  and
suggestions are expected to use appropriate  discretion  regarding anonymity and
confidentiality,  although the preservation of anonymity and confidentiality may
or  may  not  be  practical,  depending  on  the  circumstances.   For  example,
investigations  of significant  complaints  typically  necessitate  revealing to
others  information about the complaint and complainant.  Similarly,  disclosure
can result from government investigations and litigation.

No action may be taken or threatened  against any employee for asking questions,
voicing  concerns,  or making  complaints or suggestions in conformity  with the
procedures  described above,  unless the employee acts with willful disregard of
the truth.

All employees must cooperate fully with any and all investigations relating to a
potential  violation  of this Code.  Such  cooperation  shall  include,  without
limitation,   being  accessible  to  answer   questions,   disclosing   relevant
information  and generally  aiding the  investigation  in any reasonable  manner
requested.

Failure to behave  honestly,  and  failure  to comply  with law,  the  Company's
policies and internal  controls,  including  cooperating  fully with any and all
investigations,  may each result in  disciplinary  action,  up to and  including
termination.

Only the Board or the Audit  Committee has the  authority to make  exceptions or
grant waivers to these policies. If there is an exception or waiver granted, the
Board or the  Audit  Committee  will  specifically  find  that  such a waiver or
exception is warranted  and is being  granted and shall  promptly  disclose such
information to shareholders.  In those instances where the Company,  through the
Audit Committee or directly through the Board after review, approves an activity
or situation, including without limitation a related party transaction,  without
specifically citing a waiver or exception to these policies,  the Company is not
granting  an  exception  or waiver  but is  determining  that there is no policy
violation.  It is recognized  that there will be questions about the application
of the  policies  to  specific  activities  and  situations.  In cases of doubt,
Directors,  officers  and  employees  are  expected  to seek  clarification  and
guidance.  If  the  Company  determines  that  there  is or  would  be a  policy
violation, appropriate action will be taken.

Enforcement Policy

Ultimate  responsibility  for  enforcement  of the Code shall lie with the Audit
Committee.  The Chief Ethics Officer of the Company, working at the direction of
the Audit Committee,  shall provide legal advice as to the interpretation of the
Code. The Audit Committee shall have the authority to direct Code investigations
and  take  such  actions  as are  necessary  to end any  conduct  found to be in
violation of the Code.  No inquiry or  investigation  shall be commenced  unless
authorized  and requested by the Audit  Committee,  which may instruct the Chief
Ethics  Officer,  an  outside  law firm or other  unrelated  entity or  internal
Company  personnel  to  perform  such  inquiry  or  investigation.  In  order to
eliminate the possibility of an internal  conflict of interest,  the Company has
appointed the following outside counsel to serve as its Chief Ethics Officer:

                                    Daniel W. Bishop, II, Esq.
                                    Watson Bishop London Brophy, P.C.
                                    106 East 6th Street, Suite 700
                                    Austin, TX 78701
                                    512-481-3752

The Board or the Audit Committee may, at its sole  discretion,  change the Chief
Ethics  Officer.  If such  change  shall  occur,  the  Company  will  update the
information on its Internet web site.  Please note that the Code is not intended
to and does not  create a  contract  of  employment  between  employees  and the
Company,  and compliance with the Code is expected,  but does not guarantee that
employment with the Company will continue.