EXHIBIT 12



                           SONAT INC. AND SUBSIDIARIES

                        Computation of Ratios of Earnings
                   from Continuing Operations to Fixed Charges
                              Total Enterprise (a)



<TABLE>
<CAPTION>
                                        Three Months Ended March 31,                        Years Ended December 31,


                                            1999           1998            1998        1997         1996         1995        1994
                                            ----           ----            ----        ----         ----         ----        ----

                                                                                               (In Thousands)

Earnings from Continuing Operations:
<S>                                     <C>             <C>            <C>          <C>          <C>         <C>          <C>     
   Income (loss) before income taxes    $(326,934)      $38,732        $(838,232)   $322,472     $379,004    $399,280     $176,901
Fixed charges (see computation below)      49,797        46,413          195,215     168,981      162,291     174,634      133,902
   Less allowance for interest 
     capitalized                           (3,420)       (1,424)          (5,123)     (7,448)      (7,642)     (8,072)      (7,736)
                                        ---------       -------        ---------    --------     --------    --------     --------
Total Earnings Available for Fixed 
   Charges                              $(280,557)      $83,721        $(648,140)   $484,005     $533,653    $565,842     $303,067
                                        =========       =======        =========    ========     ========    ========     ========


Fixed Charges:
   Interest expense before deducting
      interest capitalized              $  47,994       $44,208        $ 187,102    $160,829     $154,769    $167,068     $126,193
   Rentals(b)                               1,803         2,205            8,113       8,152        7,522       7,566        7,709
                                        ---------       -------        ---------    --------     --------    --------     --------
                                        $  49,797       $46,413        $ 195,215    $168,981     $162,291    $174,634     $133,902
                                        =========       =======        =========    ========     ========    ========     ========


Ratio of Earnings to Fixed Charges             (c)          1.8               (d)        2.9          3.3         3.2          2.3
                                        =========       =======        =========    ========     ========    ========     ========
</TABLE>


----------------

(a)  Amounts  include the  Company's  portion of the  captions as they relate to
     persons accounted for by the equity method.

(b)  These  amounts  represent  1/3 of rentals  which  approximate  the interest
     factor  applicable to such rentals of the Company and its  subsidiaries and
     continuing unconsolidated affiliates.

(c)  Earnings  before  income taxes were reduced  $351.5  million as a result of
     ceiling test charges for the impairment of certain oil and gas  properties.
     Because of these charges,  earnings were  inadequate to cover fixed charges
     of $51.1 million for the  three-months  ended March 31, 1999.  The coverage
     deficiency was $330.4 million for the three-month period.

(d)  Earnings from  continuing  operations  for the year ended December 31, 1998
     reflect  ceiling  test  charges for the  impairment  of certain oil and gas
     properties and restructuring expenses primarily associated with a reduction
     in work force.  Earnings before income taxes were reduced  $1,050.2 million
     as a result of the ceiling test charges and restructuring  charge.  Because
     of these charges, earnings were inadequate to cover fixed charges of $195.2
     million for the year ended December 31, 1998.
     The coverage deficiency was $843.4 million for the year.