**UNITED
STATES SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON,
D. C. 20549**
 
 **FORM
10-K/A**
 **(Amendment
No. 2)**
 
 **X**  **ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934**
 
 **For
the Fiscal Year Ended December 31, 2004**
 **OR**
 
 ****  **TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934**
 
 **Commission
File No. 1-6407**
 
 **SOUTHERN
UNION COMPANY**
 (Exact
name of registrant as specified in its charter)
 
 **Delaware**
    **75-0571592**(State
      or other jurisdiction of
    (I.R.S.
      Employerincorporation
      or organization)
    Identification
      No.)**One
      PEI Center, Second Floor**
    **18711****Wilkes-Barre,
      Pennsylvania**
    (Zip
      Code)(Address
      of principal executive offices)
 
 Registrant's
telephone number, including area code:  **(570)
820-2400**
 
 Securities
Registered Pursuant to Section 12(b) of the Act:
 
 **Title
of each class**   **Name
of each exchange on which registered**
 Common
Stock, par value $1 per share   New York
Stock Exchange
 
 Securities
Registered Pursuant to Section 12(g) of the Act: None
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
 Yes  **X**  No
___
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not con-tained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information state-ments
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ___
 
 Indicate
by check mark whether the registrant is an Accelerated Filer (as defined in
Exchange Act Rule 12D-2).
 Yes  **X**  No
___
 
 The
aggregate market value of the Common Stock held by non-affiliates of the
Registrant as of June 30, 2004 was $1,149,417,692 (based on the closing sales
price of Common Stock on the New York Stock Exchange on June 30, 2004). For
purposes of this calculation, shares held by non-affiliates exclude only those
shares beneficially owned by executive officers, directors and stockholders of
more than ten percent of the Common Stock of the Company.
 
 **DOCUMENTS
INCORPORATED BY REFERENCE**
 
 Portions
of the registrant’s Annual Report to Stockholders for the year ended December
31, 2004, are incorporated by reference in Parts II and IV.
 
 Portions
of the registrant’s proxy statement for its annual meeting of stockholders that
is scheduled to be held on May 9, 2005, are incorporated by reference into Part
III.
 
 
 
 
 ****
 **EXHIBIT
INDEX**
 
 
 **Exhibit**
 **No.**   **Description**
  23
    Consent
      of Independent Registered Public Accounting Firm, Parente Randolph PC,
      with respect to Southern Union Savings
Plan.
   31.1
    Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
      promulgated under the Securities Exchange Act of 1934, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of
    2002.
   31.2
    Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
      promulgated under the Securities Exchange Act of 1934, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of
      2002.
 
 32.1
    Certification
      of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)
      promulgated under the Securities Exchange Act of 1934 and Section 906 of
      the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
      1350.
  32.2
    Certification
      of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)
      promulgated under the Securities Exchange Act of 1934 and Section 906 of
      the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350.
 
 99.1
    Financial
      Statements and Supplemental Schedules required by Form 11-K for the
      Southern Union Savings Plan for the fiscal year ended December 31,
      2004.*
   
  
  
  
 
 
 
 
 
 
 
  
 
 
 
 
  *The
financial statements and supplemental schedules of the Southern Union Savings
Plan have been filed in paper.
 
 
  **SIGNATURE**
  
  Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
  
 
 
 SOUTHERN
      UNION COMPANY(Registrant)DateJune
      28, 2005
    By/S/
      DAVID J. KVAPILDavid
      J. KvapilExecutive
      Vice President andChief
      Financial Officer (PrincipalAccounting
      Officer)