SEC Filings
DEF 14A
SOUTHERN UNION CO filed this Form DEF 14A on 09/25/1997
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                COMMON STOCK PERFORMANCE GRAPH

The following performance graph compares the performance of the
Company's common stock to the Standard & Poor's 500 Stock Index
("S&P 500") and the Standard & Poor's Utilities 40 Index ("S&P
Utilities Index").  The comparison assumes $100 was invested on
June 30, 1992  in the Company's Common Stock, the S&P 500 Index
and in the S&P Utilities Index.  Each case assumes reinvestment
of dividends.

                        1992  1993  1994  1995  1996  1997
                        ----  ----  ----  ----  ----  ----
Southern Union           100   138   197   202   343   375
S&P 500 Index            100   114   115   145   183   236
S&P Utilities Index      100   125   115   132   164   168


                    CERTAIN RELATIONSHIPS

In April 1992 Southern Union advanced $375,980 to
P
eter H. Kelley, President, Chief Operating Officer and a
Director of Southern Union, to enable him to repay certain funds
borrowed by him from his previous employer in connection with his
departure from his previous employer and relocation to become an
executive officer of the Company.  In May 1995 the note was
restructured calling for 359 monthly payments of approximately
$1,909 and a balloon payment of $147,746.  The restructuring is
evidenced by a renewal promissory note, bearing an annual
percentage interest rate equal to 7.4%.  During the fiscal year
ended June 30, 1997, $27,313 in interest was forgiven by the
Company.  See "Executive Compensation."  The outstanding balance
at June 30, 1997 was $246,606.

On October 4, 1993, Southern Union's Board of Directors approved
and ratified payments by the Company to Activated Communications,
Inc. ("Activated") for use by the Company of Activated's office
space in New York City.  Chairman George L. Lindemann and Vice
Chairman John E. Brennan control and operate, and Director
Adam M. Lindemann has a beneficial interest in, Activated; none
of the foregoing Directors  participated in such Board action.
Payments to Activated were $251,000 in each of the fiscal years
ended June 30, 1997, 1996 and 1995.

Director Fleischman is Senior Partner of Fleischman and Walsh,
L.L.P., which provides legal services to the Company and certain
of its subsidiaries.  For the fiscal year ended June 30, 1997,
the total amount paid by the Company to Fleischman and Walsh,
L.L.P.  for legal services was $1,500,665.


                   INDEPENDENT AUDITORS

Coopers & Lybrand L.L.P. has served as the Certified Public
Accountants of the Company for the fiscal year ended June 30,
1997.  Representatives of Coopers & Lybrand L.L.P. are expected
to be present at the Meeting, and to be given an opportunity to
make a statement if they desire to do so and to be available to
respond to appropriate questions.  The Audit Committee of the
Board of Directors of the Company presently expects to recommend
to the Board, and the Board is expected to approve, the selection
of Coopers & Lybrand L.L.P. to serve as the Company's Certified
Public Accountants for the fiscal year ending June 30, 1998.

                COMPANY'S 1997 ANNUAL REPORT

The Company's Annual Report to Stockholders and Annual Report on
Form 10-K for the fiscal year ended June 30, 1997, as filed with
the Securities and Exchange Commission are available without
charge to stockholders upon writing to the Secretary of the
Company.  Neither such Annual Report to Stockholders nor the
Annual Report on Form 10-K for the fiscal year ended June 30,
1997 is to be treated as part of the proxy solicitation materials
or as having been incorporated herein by reference.

                              By Order of the Board of Directors,



                              DENNIS K. MORGAN
                              Secretary

Austin, Texas
September 24, 1997



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