**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): February 28, 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**
 **ITEM
        2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
        OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT**
 
 
 Effective
        February 28, 2006, Southern Union Company (“Southern Union” or the “Company”)
        entered into the First Amendment (the “Amendment”) to the Fourth Amended and
        Restated Revolving Credit Agreement dated September 29, 2005 (the “Revolver”)
        among the Company, as borrower, and the lenders party **** thereto.
        The Company amended the Revolver to permit the Company and Enhanced
        Service Systems, Inc., a wholly owned subsidiary of the Company
        (“ESSI”), to enter
        into a short-term bridge loan to fund the acquisition of Sid Richardson Energy
        Services, Ltd. and related entities (collectively, “SRES”) .
        The
        Amendment is attached hereto as Exhibit 10.1.
 
 To
        fund
        the acquisition of SRES, Southern Union entered into a short-term Bridge
        Loan
        Agreement dated as of March 1, 2006 (the “Bridge Loan”) by and between the
        Company and ESSI (as “Borrowers”) and the banks listed therein, in the principal
        amount of $1,600,000,000. The Bridge Loan is subject to customary terms and
        conditions and becomes due and payable on February 28, 2007. Under the terms
        of
        the Bridge Loan, the Borrowers are required to make mandatory pre-payments
        equal
        to the amount of proceeds received from the previously-announced sale of
        the
        Company’s PG Energy operating division to UGI Corporation and the sale of the
        Rhode Island operations of the Company’s New England Gas Company operating
        division to National Grid USA (the “LDC Sales”) *(See
        Item 2.01 below)* .
        The
        Borrowers’ obligations under the Bridge Loan are secured by the Company’s pledge
        of its interests in its wholly-owned subsidiary, Panhandle Eastern Pipe Line
        Company L.P. and a pledge of the equity interests in SRES (collectively,
        the
“Pledge Agreements”). The Bridge Loan and the Pledge Agreements are attached
        hereto as Exhibit 10.2.
 
 **ITEM
        2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF
        ASSETS**
 
 On
        March
        1, 2006, the Company completed its acquisition of SRES for $1,600,000,000.
        Southern Union funded the acquisition through the Bridge Loan. Southern Union
        will retire the Bridge Loan with proceeds from the LDC Sales and, as
        appropriate, a combination of debt and equity. Both sales are expected to
        close
        by the end of the third quarter. In order to minimize the tax impact on the
        receipt of proceeds from the dispositions of PG Energy and the Rhode Island
        operations of New England Gas Company, the Company has structured the
        acquisition of SRES and plans to structure the dispositions of the operating
        divisions in a manner intended to qualify as a like-kind exchange of property
        under Section 1031 of the Internal Revenue Code of 1986, as amended.
 
 
 **ITEM
        7.01 REGULATION FD DISCLOSURE**
  On
        March
        2, 2006, the Company issued a press release to announce the closing of the
        acquisition of SRES. The press release is attached hereto as Exhibit
        99.1.
 
 **ITEM
        9.01 FINANCIAL STATEMENTS AND EXHIBITS**
 
 (a)
        Financial Statements of Business Acquired
 
 The
        Company plans to file the historical financial statements of SRES required
        by
        this Item 9.01(a) as an amendment to this Current Report on Form 8-K on or
        before May 15, 2006.
 
 (b)
        Pro
        Forma Financial Information
 
 The
        Company plans to file the pro forma combined financial statements of Southern
        Union and SRES (and their respective subsidiaries) required by this Item
        9.01(b)
        as an amendment to this Current Report on Form 8-K on or before May 15,
        2006.
 
 
 (c)
        Exhibits
 
 **** **Exhibit
        No** **.**  **Exhibit**
 
 10.1
                
                
                10.2
                
                
                99.1
              First
                  Amendment to****Fourth
                  Amended and Restated Revolving Credit Agreement dated September
                  29, 2005,
                  among the Company, as borrower, and the lenders party****thereto.
                
                Bridge
                  Loan Agreement dated as of March 1, 2006 between the Company and
                  Enhanced
                  System Services, Inc. (as “Borrowers”) and the banks listed therein, in
                  the principal amount of $1,600,000,000.
                
                Company’s
                  March 2, 2006, press release announcing the closing of the SRES
                  acquisition.
 
 
 
 
 **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:
                  March 3, 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
                
                
                99.1
              First
                  Amendment to****Fourth
                  Amended and Restated Revolving Credit Agreement dated September
                  29, 2005,
                  among the Company, as borrower, and the lenders party.****
                
                The
                  Bridge Loan Agreement between the Company and Enhanced System Services,
                  Inc. (“as Borrowers”) and the banks listed therein, in the amount of
                  $1,600,000,000 dated as of March 1, 2006.
                
                Company’s
                  March 2, 2006, press release announcing the closing of the
                  SRES acquisition.