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Exhibit 12
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SOUTHERN UNION COMPANY
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RATIO OF EARNINGS TO FIXED CHARGES
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The following table sets forth the ratio of earnings to fixed charges for Southern Union on a historical basis for the years ended December 31, 2008, 2007, 2006 and 2005, the six months ended December 31, 2004, and the year ended June 30, 2004.  For the purpose of calculating such ratios, “earnings” consist of pre-tax income from continuing operations before income or loss from equity investees, adjusted to reflect distributed income from equity investments, and fixed charges, less capitalized interest.  “Fixed charges” consist of interest costs, amortization of debt discount, premiums and issuance costs and an estimate of interest implicit in rentals.  No adjustment has been made to earnings for the amortization of capital interest for the periods presented as such amount is immaterial.  Interest on FIN 48 liabilities is excluded from the computation of fixed charges as it is recorded by Southern Union in income tax expense versus interest expense.
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|                                                |   |                               |    |   |                            |   |     |                                 |   |   |     |   |   |   |    |   |   |   |   |
|-----------------------------------------------------|--------|------------------------------------|---------|--------|---------------------------------|--------|----------|--------------------------------------|--------|--------|----------|--------|--------|--------|---------|--------|--------|--------|--------|
|                                                |   |  Year      Ended December 31, |    |   | 6      Months EndedDecember 31, |   |     |        Year      Ended June 30, |   |   |
|                                                |   | 2008                               |    |   | 2007                            |   |     | 2006                                 |   |   | 2005     |   |   | 2004   |    |   | 2004   |   |   |
|                                                |   | (dollars      in thousands)        |    |   |
| FIXED      CHARGES:                                 |   |                               |    |   |                            |   |     |                                 |   |   |     |   |   |   |    |   |   |   |   |
| Interest      Expense                               |   | $                                  | 204,272 |   |                            | $      | 202,403  |                                 |   | $      | 202,513  |   |   | $      | 132,971 |   |   | $      | 65,344 |   |   | $ | 137,967 |   |   |
| Net      amortization of debt discount, premium and |   |                               |    |   |                            |   |     |                                 |   |   |     |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
|    issuance      expense             |   |                               | 3,136   |   |                            |   | 743      |                                 |   |   | 12,130   |   |   |   | 2,186   |   |   |   | (446   | ) |   |   | (10,100 | ) |   |
| Capitalized      Interest                           |   |                               | 18,963  |   |                            |   | 14,708   |                                 |   |   | 5,492    |   |   |   | 8,950   |   |   |   | 2,614  |   |   |   | 3,865 |   |   |
| Interest      portion of rental expense             |   |                               | 6,386   |   |                            |   | 6,645    |                                 |   |   | 6,234    |   |   |   | 6,700   |   |   |   | 3,152  |   |   |   | 5,940 |   |   |
|                                                |   |                               |    |   |                            |   |     |                                 |   |   |     |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
| Total      Fixed Charges                            |   | $                                  | 232,757 |   |                            | $      | 224,499  |                                 |   | $      | 226,369  |   |   | $      | 150,807 |   |   | $      | 70,664 |   |   | $ | 137,672 |   |   |
|                                                |   |                               |    |   |                            |   |     |                                 |   |   |     |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
| EARNINGS:                                           |   |                               |    |   |                            |   |     |                                 |   |   |     |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
| Consolidated      pre-tax income (loss) from        |   |                               |    |   |                            |   |     |                                 |   |   |     |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
|    continuing      operations        |   | $                                  | 399,926 |   |                            | $      | 323,970  |                                 |   | $      | 326,330  |   |   | $      | 203,148 |   |   | $      | 16,954 |   |   | $ | 106,468 |   |   |
| Earnings      of equity investments                 |   |                               | (75,030 | )      |                            |   | (100,914 | )                                    |   |   | (141,370 | )      |   |   | (70,742 | )      |   |   | (4,745 | ) |   |   | (200 | ) |   |
| Distributed      income from equity investments     |   |                               | 77,150  |   |                            |   | 103,550  |                                 |   |   | 62,637   |   |   |   | 15,203  |   |   |   | -      |   |   |   | 174 |   |   |
| Capitalized      interest                           |   |                               | (18,963 | )      |                            |   | (14,708  | )                                    |   |   | (5,492   | )      |   |   | (8,950  | )      |   |   | (2,614 | ) |   |   | (3,865 | ) |   |
| Total      fixed charges (from above)               |   |                               | 232,757 |   |                            |   | 224,499  |                                 |   |   | 226,369  |   |   |   | 150,807 |   |   |   | 70,664 |   |   |   | 137,672 |   |   |
|                                                |   |                               |    |   |                            |   |     |                                 |   |   |     |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
| Earnings      Available for Fixed Charges           |   | $                                  | 615,840 |   |                            | $      | 536,397  |                                 |   | $      | 468,474  |   |   | $      | 289,466 |   |   | $      | 80,259 |   |   | $ | 240,249 |   |   |
|                                                |   |                               |    |   |                            |   |     |                                 |   |   |     |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
|                                                |   |                               |    |   |                            |   |     |                                 |   |   |     |   |   |   |    |   |   |   |   |   |   |   |   |   |   |
| Ratio      of Earnings to Fixed Charges             |   |                               | 2.6     |   |                            |   | 2.4      |                                 |   |   | 2.1      |   |   |   | 1.9     |   |   |   | 1.1    |   |   |   | 1.7 |   |   |