Exhibit 12

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for Southern Union on a historical basis for the six months ended June 30, 2008, the years ended 
December 31, 2007, 2006 and 2005, the six months ended December 31, 2004, and the years ended June 30, 2004 and 2003. 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.

        
      

	6 Months Ended			Year Ended December 31,									6 Months Ended			Year Ended June 30,
	June 30, 2008			2007			2006			2005			December 31, 2004			2004			2003
	(dollars in thousands)
FIXED CHARGES:
Interest Expense	$	99,730		$	202,403		$	202,513		$	132,971		$	65,344		$	137,967		$	91,731
Net amortization of debt    discount, premium    and issuance expense		1,574			743			12,130			2,186			(446	)		(10,100	)		1,612
Capitalized Interest		8,896			14,708			5,492			8,950			2,614			3,865			26
Interest portion of rental    expense		3,107			6,645			6,234			6,700			3,152			5,940			2,012
Total Fixed Charges	$	113,307		$	224,499		$	226,369		$	150,807		$	70,664		$	137,672		$	95,381
EARNINGS:
Consolidated pre-tax income    (loss) from continuing    operations	$	181,413		$	323,970		$	326,330		$	203,148		$	16,954		$	106,468		$	(14,371	)
Earnings of equity    investments		(37,827	)		(100,914	)		(141,370	)		(70,742	)		(4,745	)		(200	)		(422	)
Distributed income from    equity investments		40,750			103,550			62,637			15,203			-			174			-
Capitalized interest		(8,896	)		(14,708	)		(5,492	)		(8,950	)		(2,614	)		(3,865	)		(26	)
Total fixed charges (from    above)		113,307			224,499			226,369			150,807			70,664			137,672			95,381
Earnings Available for    Fixed Charges	$	288,747		$	536,397		$	468,474		$	289,466		$	80,259		$	240,249		$	80,562
Ratio of Earnings to Fixed     Charges		2.5			2.4			2.1			1.9			1.1			1.7		(a)

(a)  The earnings were inadequate to cover fixed charges by approximately $14.8 million for the year ended June 30, 2003.  In accordance with accounting principles generally accepted in the United States of America, we did not allocate interest expense or other corporate costs to discontinued operations for any periods presented (except where the underlying debt was assumed by the buyers of these operations), resulting in the recognition of losses from continuing operations for the year ended June 30, 2003.  All outstanding debt of Southern Union Company and its subsidiaries, other than Panhandle Eastern Pipe Line Company, LP, is maintained at Southern Union Company.