SOUTHERN UNION CO
U-33-S, 2000-04-28
NATURAL GAS DISTRIBUTION
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                SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.


                          FORM U-33-S

        ANNUAL REPORT CONCERNING FOREIGN UTILITY COMPANIES


         Filed under Section 33(e) of the Public Utility
             Holding Company Act of 1935, as amended
             For the Fiscal Year Ended June 30, 1999



Filed pursuant to the Public Utility Holding Company Act of 1935
by

                     Southern Union Company
                504 Lavaca Street, Eighth Floor
                      Austin, Texas  78701
                       (Name and address)



        The Commission is requested to mail copies of all
        communications relating to this Annual Report to:

                         Dennis K. Morgan
           Senior Vice President - Legal and Secretary
                      Southern Union Company
                            President
            Southern Union Energy International, Inc.
                              and
                            President
         Southern Union International Investments, Inc.
                504 Lavaca Street, Eighth Floor
                     Austin, Texas  78701


                     Stephen A. Bouchard
                Fleischman and Walsh, L.L.P.
          1400 Sixteenth Street, N.W., Suite 600
                   Washington, D.C.  20036
<PAGE>
Southern Union Company ("Southern Union"), a Delaware corpora-
tion, hereby files this Annual Report Concerning Foreign Utility
Companies on Form U-33-S pursuant to Section 33(e) of the Public
Utility Holding Company Act of 1935, as amended (the "Act"), and
Rule 57(b) of the implementing regulations thereunder, on behalf
of Compania Nacional de Gas, S.A. de C.V. ("CNG").

Southern Union distributes natural gas as a public utility in the
States of Texas, Missouri, Pennsylvania and Florida through
Southern Union Gas, Missouri Gas Energy, PG Energy and Atlantic
Utilities, respectively, each of which is a division of Southern
Union.  CNG is a limited liability variable stock corporation
(sociedad anonima de capital variable) organized under the laws
of the United Mexican States.  CNG is a "gas utility company"
for purposes of the Act.  Southern Union acquired an equity
interest in CNG on July 23, 1997.  Southern Union is a domestic
associate public-utility company of CNG under Section 2(a)(10)
of the Act.

Item 1.  Name, Business Address, Facilities and Ownership
- ------

The name and business address of CNG is:

Compania Nacional de Gas, S.A. de C.V.
Edificio Salart
Morelos 511 Sur
Piedras Negras, Coahuila
Mexico

CNG provides natural gas distribution services at retail in
Piedras Negras, Coahuila, Mexico, under a permit granted by
Mexican authorities.  Natural gas is received by CNG via two
city gates with a loop pipeline developed system which utilizes
five to 20 pound pressure.  CNG's distribution system was
established in 1934.

CNG has outstanding a single class of capital shares, par value
one peso per share, which shares are the only class of voting
securities outstanding.  Southern Union indirectly owns approxi-
mately 43% of the outstanding capital stock of CNG, through
Southern Union Energy International, Inc. ("SUEI") and Southern
Union International Investments, Inc. ("SUII"), two wholly-owned
Delaware subsidiaries of Southern Union that own 100% of the
capital stock of Energia Estrella del Sur, S. A. de C. V.,
their Mexican subsidiary ("EES").  The majority of the remainder
of the capital shares of CNG presently are owned by members of
the Cobo and Libson families.

Item 2.  Guarantees of Financial Obligations
- ------

Southern Union presently is not subject to recourse for any debt
or other financial obligation (through direct or indirect
guaranties or otherwise) of CNG.

Item 3.  Technical Services Contracts
- ------

There presently is no service, sales or construction contract
between Southern Union and CNG; however, there are several agree-
ments for management services, gas supply and meter repair between
Southern Union or its subsidiary companies and CNG or its affiliated
companies.

Exhibit A.  Organizational Chart
- ---------

                     SOUTHERN UNION COMPANY
                               |
                               |
                -------------------------------
                |                             |
                |                             |
    SOUTHERN UNION ENERGY          SOUTHERN UNION INTERNATIONAL
 INTERNATIONAL, INC. ("SUEI")       INVESTMENTS, INC. ("SUII")
  (wholly-owned subsidiary           (wholly-owned subsidiary
  of Southern Union Company)        of Southern Union Company)
                |                             |
                |                             |
                -------------------------------
                               |
                               |
                   ENERGIA ESTRELLA DEL SUR,
                   S.A. DE C.V. ("EES") (99%
                    of stock owned by SUEI;
                   1% of stock owned by SUII)
                               |
                               |
                   COMPANIA NACIONAL DE GAS,
                   S.A. DE C.V. (43% of stock
                       owned by EES)

<PAGE>

                           SIGNATURE
                           ---------



The undersigned company has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized
pursuant to the requirements of the Public Utility Holding Com-
pany Act of 1935.  The signature of the undersigned company shall
be deemed to relate only to matters having reference to such com-
pany or its subsidiaries.



                                   SOUTHERN UNION COMPANY



Date:  April 28, 2000         By:  DAVID J. KVAPIL
                                   ------------------------------
                                   David J. Kvapil
                                   Senior Vice President and
                                     Corporate Controller (Vice
                                     President and Controller,
                                     Southern Union Energy
                                     International, Inc. and
                                     Vice President and Controller,
                                     Southern Union International
                                     Investments, Inc.)




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