**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**





**WASHINGTON,
      D. C. 20549**








**FORM
      8-K**





**CURRENT
      REPORT**








Pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of 1934





Date
      of
      Report (Date of earliest event reported): September 14, 2006








**SOUTHERN
      UNION COMPANY**


(Exact
      name of registrant as specified in its charter)











Delaware
            1-6407
            75-0571592(State
                or other jurisdiction of incorporation)
            (Commission
                File Number)
            (I.R.S.
                Employer
              Identification
                No.)





5444
                Westheimer Road
              Houston,
                Texas
              (Address
                of principal executive offices)
            77056-5306
              (Zip
                Code)





Registrant's
      telephone number, including area code: (713) 989-2000








Check
      the
      appropriate box below if the Form 8-K filing is intended to simultaneously
      satisfy the filing obligation of the registrant under any of the following
      provisions:





[
                ]
            Written
                communications pursuant to Rule 425 under the Securities Act (17
                CFR
                230.425)








[
                ]
            Soliciting
                material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
                240.14a-12)








[
                ]
            Pre-commencement
                communications pursuant to Rule 14d-2(b) under the Exchange Act (17
                CFR
                240.14d-2(b))[
                ]
            Pre-commencement
                communications pursuant to Rule 13e-4(c) under the Exchange Act (17
                CFR
                240.13e-4(c))

















**ITEM
      1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT**





On
      September 15, 2006, Southern Union Company (the “Company”) announced a series of
      transactions and definitive agreements involving the Company and certain of
      its
      wholly owned subsidiaries designed to result in the Company indirectly owning
      a
      50% interest in Florida Gas Transmission and eliminating its ownership interest
      in Transwestern Pipeline Company, LLC (“Transwestern”).





To
      effect
      these transactions, on September 14, 2006, Energy Transfer Partners, L.P.
      (“Energy Transfer”) entered into a definitive purchase agreement to acquire the
      50% Class B membership interest in CCE Holdings, LLC (“CCEH”) from GE Energy
      Financial Services (“GE”) and other investors (the “CCE Acquisition Agreement”).
      In addition, on September 14, 2006, Energy Transfer and CCEH entered into a
      definitive redemption agreement, pursuant to which Energy Transfer’s 50%
      ownership interest in CCEH would be redeemed in exchange for 100% of the equity
      interests in Transwestern (the “Redemption Agreement”). Pursuant to the
      Redemption Agreement, CCEH is obligated to retire approximately $455 million
      of
      indebtedness of Transwestern Holding Company, LLC. Both transactions are
      expected to close in the fourth quarter of 2006 pending receipt of necessary
      regulatory approvals and other customary closing conditions.





In
      addition, the Company entered into a definitive letter agreement with ETP,
      which
      provides, among other things, that upon the closing of the transactions
      contemplated by the CCE Acquisition Agreement, the members of CCEH will enter
      into a Second Amended and Restated LLC Agreement.





Upon
      closing of both transactions, the Company will indirectly own 100% of CCEH
      and
      CCEH will own 50% of Citrus Corp., the holding company for Florida Gas
      Transmission.





**ITEM
      7.01** **REGULATION
      FD DISCLOSURE**





On
      September 15, 2006, the Company issued a press release to announce a series
      of
      transactions and definitive agreements involving the Company and certain of
      its
      wholly owned subsidiaries designed to result in the Company indirectly owning
      a
      50% interest in Florida Gas Transmission and eliminating its ownership interest
      in Transwestern. A copy of the release is filed herewith as Exhibit
      99.1.





**ITEM
      9.01. Financial Statements and Exhibits.**





**(c)
      Exhibits.**





**** **Exhibit
      No** **.**  **Description**





10.1
              
              10.2
              
              10.3
              
              
              99.1
            Redemption
                Agreement by and between CCE Holdings, LLC and Energy Transfer Partners,
                L.P., dated as of September 14, 2006.
              
              Letter
                Agreement by and between Southern Union Company andEnergy
                Transfer Partners, L.P., dated as of September 14, 2006.
              
              Form
                of Second Amended and Restated LLC Agreement of CCE Holdings, LLC
                by and
                between wholly owned subsidiaries of Southern Union Company andEnergy
                Transfer Partners, L.P.
              
              Company’s
                September 15, 2006 Press Release





This
      8-K
      includes forward-looking statements. Although Southern Union believes that
      its
      expectations are based on reasonable assumptions, it can give no assurance
      that
      such assumptions will materialize. Important factors that could cause actual
      results to differ materially from those in the forward-looking





statements
      herein are enumerated in Southern Union's Forms 10-K and 10-Q as filed with
      the
      Securities and Exchange Commission. The Company assumes no obligation to
      publicly update or revise any forward-looking statements made herein or any
      other forward-looking statements made by the Company, whether as a result of
      new
      information, future events, or otherwise.





**SIGNATURES**





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)Date:
                September 18, 2006
            By:
            /s/
                Robert M. Kerrigan, IIIRobert
                M. Kerrigan, IIIVice
                President - Assistant General Counsel and
                Secretary






















**EXHIBIT
      INDEX**





**Exhibit No.**  **Description**




10.1
              
              10.2
              
              10.3
              
              
              99.1
            Redemption
                Agreement by and between CCE Holdings, LLC and Energy Transfer Partners,
                L.P., dated as of September 14, 2006.
              
              Letter
                Agreement by and between Southern Union Company andEnergy
                Transfer Partners, L.P., dated as of September 14, 2006.
              
              Form
                of Second Amended and Restated LLC Agreement of CCE Holdings, LLC
                by and
                between wholly owned subsidiaries of Southern Union Company andEnergy
                Transfer Partners, L.P.
              
              Company’s
                September 15, 2006 Press Release