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.