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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
UNITED CITIES GAS COMPANY
(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
909823106000
(CUSIP Number)
STEPHEN A. BOUCHARD, ESQ.
FLEISCHMAN AND WALSH, L.L.P.
1400 SIXTEENTH STREET, N.W.
WASHINGTON, D.C. 20036
(202) 939-7900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 30, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
information which would alter disclosures provided in a prior
cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes.)
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOUTHERN UNION COMPANY 75-0571592
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2. Check the Appropriate Box If A Member Of A Group* (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds*
WC (See Item 3)
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5. Check Box If Disclosure Of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e). [ ]
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6. Citizenship Or Place Of Organization
DELAWARE
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7. Sole Voting Power
649,900
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Number of shares 8. Shared Voting Power
Beneficially None
Owned by Each ----------------------------------------------
Reporting Person 9. Sole Dispositive Power
With: 649,900
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10. Shared Dispositive Power
None
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11. Aggregate Amount Beneficially Owned By Each
Reporting Person
649,900
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12. Check Box If The Aggregate Amount In Row (11)
Excludes Certain Shares* [ ]
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13. Percent Of Class Represented By Amount In Row (11)
4.9% (See Item 5)
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14. Type Of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
- ----------------------------
This Amendment No. 4 amends and supplements (i) the Amendment No.
3 to Schedule 13D filed November 4, 1996, (ii) the Amendment No.
2 to Schedule 13D filed October 18, 1996, (iii) the Amendment No.
1 to Schedule 13D filed with the Securities and Exchange Commis-
sion on August 20, 1996, and (iv) the Schedule 13D filed with the
Securities and Exchange Commission on August 1, 1996, each filed
on behalf of the Reporting Person. Capitalized terms used herein
without definition shall have the respective meanings ascribed to
them in such Schedule 13D and Amendment Nos. 1, 2 and 3 thereto.
Item 5. Interest in Securities of the Issuer
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Sections (a) and (b) of Item 5 are hereby amended and supple-
mented in their entirety to read as follows:
(a) The Reporting Person beneficially owns 649,900 shares of
Common Stock. According to the Issuer's quarterly report on
Form 10-Q for the quarter ended September 30, 1996, the
Issuer had 13,183,312 shares of Common Stock outstanding as
of October 31, 1996; accordingly, the Reporting Person
beneficially owns 4.9% of all Common Stock reported to be
outstanding as of October 31, 1996.
(b) With respect to the Common Stock, the Reporting Person has:
(i) Sole power to vote or direct the vote of 649,900
shares of Common Stock;
(ii) Shared power to vote or direct the vote of zero shares
of Common Stock;
(iii) Sole power to dispose or direct the disposition of
649,900 shares of Common Stock; and
(iv) Shared power to dispose or direct the disposition of
zero shares of Common Stock.
Section (c) of Item 5 is hereby amended and supplemented by
adding the following at the end thereof:
Set forth below are descriptions of transactions in the
Common Stock by the Reporting Person effected during the
past 60 days, all of which represent open market sales, net
of brokerage commissions:
Number of Shares of
Date of Transaction Common Stock Price Per Share
------------------- ------------------- ---------------
December 18, 1996 23,000 $23.0000
December 30, 1996 77,000 23.0000
December 30, 1996 5,000 23.0000
December 30, 1996 50,000 23.0000
January 2, 1997 47,000 23.0000
January 2, 1997 2,400 23.1875
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
January 2, 1997
---------------
(Date)
STEPHEN A. BOUCHARD
-------------------
(Signature)
Stephen A. Bouchard
Attorney-in-fact
-------------------
(Name and Title)
