EXHIBIT 12


                           SONAT INC. AND SUBSIDIARIES

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



<TABLE>
<CAPTION>
                                          Six Months Ended June 30,                         Years Ended December 31,


                                            1998           1997            1997        1996         1995         1994        1993
                                            ----           ----            ----        ----         ----         ----        ----

                                                                                               (In Thousands)

Earnings from Continuing Operations:
<S>                                     <C>            <C>              <C>         <C>          <C>         <C>          <C>     
   Income (loss) before income taxes    $(345,026)     $129,222         $122,849    $351,302     $300,373    $144,423     $354,325
Fixed charges (see computation below)      95,830        81,039          168,981     162,291      174,634     133,902      130,670
   Less allowance for interest 
     capitalized                           (2,872)       (3,867)          (7,447)     (7,642)      (8,072)     (7,736)      (4,329)
                                        ---------      --------         --------    --------     --------    --------     --------
Total Earnings Available for 
   Fixed Charges                        $(252,068)     $206,394         $284,383    $505,951     $466,935    $270,589     $480,666
                                        =========      ========         ========    ========     ========    ========     ========


Fixed Charges:
   Interest expense before deducting
      interest capitalized              $  91,531      $ 77,062         $160,829    $154,769     $167,068    $126,193     $123,619
   Rentals(b)                               4,299         3,977            8,152       7,522        7,566       7,709        7,051
                                        ---------      --------         --------    --------     --------    --------     --------
                                        $  95,830      $ 81,039         $168,981    $162,291     $174,634    $133,902     $130,670
                                        =========      ========         ========    ========     ========    ========     ========


Ratio of Earnings to Fixed Charges             (c)          2.5              1.7         3.1          2.7         2.0          3.7
                                        =========      ========         ========    ========     ========    ========     ========
</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 from continuing  operations for the six months ended June 30, 1998
     reflect a second quarter restructuring charge for the impairment of certain
     oil  and  gas  properties  and  other   restructuring   expenses  primarily
     associated with a reduction in work force.  Earnings for the second quarter
     were reduced $444.8 million pretax and $289.1 million after tax as a result
     of the  restructuring  and  impairment  charges.  Because of these charges,
     earnings  were  inadequate  to cover fixed charges of $95.8 million for the
     six months ended June 30, 1998. The coverage  deficiency was $347.9 million
     for the six month period.