Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933


                                   SONAT INC.

                 (Exact name of Registrant as specified in its charter)

           DELAWARE                                               63-0647939
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                             Identification No.)


       AMSOUTH-SONAT TOWER
       BIRMINGHAM, ALABAMA                                      35203
(Address of principal executive office)                       (Zip Code)


                       EXECUTIVE AWARD PLAN OF SONAT INC.
                            (Full title of the Plan)



                               JAMES A. RUBRIGHT
                                 P. O. BOX 2563
                           BIRMINGHAM, ALABAMA 35202
                    (Name and address of agent for service)

              Telephone number, including area code, of agent for service:

                                                               (205) 325-3800

                     (Facing Sheet Continued on Next Page)

<PAGE>
<TABLE>


                        CALCULATION OF REGISTRATION FEE
<CAPTION>

<S>            <C>                  <C>             <C>                   <C>       

                                    Proposed            Proposed
 Title of                            maximum             maximum
securities          Amount          offering            aggregate           Amount of
  to be              to be            price             offering            registra-
registered        registered        per unit              price             tion fee

Common
Stock, par
value $1.00
per share      4,000,000 shares        $29.94       $119,760,000.00       $23,952.00

Common Stock
Purchase
Rights         4,000,000 Rights         **                    **               **

This  Registration  Statement  also  relates  to such  indeterminate  number  of
additional  shares of the Registrant's  Common Stock and additional Common Stock
Purchase Rights  ("Rights") as may be issuable  pursuant to stock splits,  stock
dividends or similar transactions.


*    The  average of the high and low sales  prices of the  Common  Stock of the
     Company on November 13, 1995, as reported on the Consolidated  Transactions
     Reporting  System.  This  amount is  calculated  solely for the  purpose of
     determining  the  registration  fee  pursuant  to  Rule  457(h)  under  the
     Securities Act of 1933 (the "Securities Act").

**   The Rights are not exercisable or transferable  apart from the Common Stock
     at this time.  Accordingly,  no independent  value is  attributable  to the
     Rights.
</TABLE>

Sonat Inc.  (the  "Registrant")  has on file with the  Securities  and  Exchange
Commission Registration Statement No. 33-50140, which relates to the issuance of
up to 2,000,000  shares of the  Registrant's  Common  Stock under the  Executive
Award Plan of Sonat Inc.  (the "Plan"),  2,000,000  Rights  associated  with the
Common  Stock  issuable  under  the  Plan,  and such  additional  shares  of the
Registrant's  Common  Stock and  Rights  as may be  issuable  pursuant  to stock
splits,  stock dividends or similar  transactions.  This Registration  Statement
relates to an additional  4,000,000 shares of Common Stock and associated Rights
issuable  under the Plan.  Pursuant to Rule 429 under the  Securities  Act,  the
documents that are deemed to constitute the prospectus  under this  Registration
Statement  meeting the  requirements of Section 10(a) of the Securities Act will
also be used in connection with securities covered by such earlier  Registration
Statement.

<PAGE>


                                    PART II
                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

     The  following  documents  filed by the  Registrant  under  the  Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference:

          (a)  The Registrant's most recent Annual Report on Form 10-K;

          (b) All other  reports  filed by the  Registrant  pursuant  to Section
     13(a) or 15(d) of the Exchange Act after its most recent  Annual  Report on
     Form 10-K; and

          (c) The  description  of the  Registrant's  Common  Stock  and  Rights
     contained  in  the  Registrant's  registration  statements  therefor  under
     Section 12 of the Exchange  Act,  including  any  amendments  filed for the
     purpose of updating such descriptions.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate  the  personal   liability  of  directors  of  a  corporation  to  the
corporation or to any of its  stockholders  for monetary  damage for a breach of
his fiduciary duty as a director, except in the case where the director breached
his  duty of  loyalty,  failed  to act in good  faith,  engaged  in  intentional
misconduct or knowingly violated a law,  authorized the payment of a dividend or
approved a stock  repurchase in violation of Delaware  corporate law or obtained
an  improper  personal  benefit.   The  Registrant's   Restated  Certificate  of
Incorporation contains a provision that eliminates directors' personal liability
as set forth above.

     Section  145  of the  Delaware  General  Corporation  Law  provides  that a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact  that he is or was a  director,  officer,  employee  or agent of the
corporation  or is or was  serving at its  request in such  capacity  in another
corporation  or business  association  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the  corporation  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Section (14) of Article FIFTH of the Restated  Certificate of Incorporation
of the Registrant contains the following provision:

          (14) No director shall be personally  liable to the Corporation or any
     stockholder  for  monetary  damages  for  breach  of  fiduciary  duty  as a
     director,  except (i) for any breach of such  director's duty of loyalty to
     the Corporation or its stockholders, (ii) for acts or omissions not in good
     faith or which involve  intentional  misconduct  or a knowing  violation of
     law, (iii) under Section 174 of the Delaware  General  Corporation  Law, or
     (iv) for any  transaction  from  which the  director  derived  an  improper
     personal benefit.  If the Delaware General Corporation Law is amended after
     approval by the  stockholders  of this  provision  to  authorize  corporate
     action further eliminating or limiting the personal liability of directors,
     then the liability of directors of the  Corporation  shall be eliminated or
     limited to the full extent  permitted by the Delaware  General  Corporation
     Law, as so amended.

          The Corporation  shall  indemnify to the full extent  permitted by the
     laws of the State of Delaware  as from time to time in effect,  each person
     who is or was a director or officer of the Corporation in the event that he
     was or is a party or is  threatened  to be made a party  to,  or  otherwise
     requires  representation  by counsel in connection  with,  any  threatened,
     pending or completed action, suit or proceeding,  whether civil,  criminal,
     administrative or investigative,  by reason of the fact that he is or was a
     director,  officer,  employee  or  agent of the  Corporation,  or is or was
     serving at the request of the Corporation as a director,  officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise,  or by  reason of any  action  alleged  to have  been  taken or
     omitted in such capacity.  The right to  indemnification  conferred by this
     Section  (14) shall also  include  the right of such  persons to be paid in
     advance by the Corporation for their expenses to the full extent  permitted
     by the laws of the State of  Delaware  as from time to time in effect.  The
     right to  indemnification  conferred on the  directors  and officers of the
     Corporation by this Section (14) shall be a contract right.

          Unless  otherwise   determined  by  the  Board  of  Directors  of  the
     Corporation,  the Corporation  shall indemnify to the full extent permitted
     by the laws of the State of Delaware  as from time to time in effect,  each
     person who is or was an employee or agent of the  Corporation  in the event
     that he was or is a party  or is  threatened  to be  made a  party  to,  or
     otherwise  requires  representation  by counsel  in  connection  with,  any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative, by reason of the fact that he is
     or was an employee or agent of the Corporation, or is or was serving at the
     request of the  Corporation  as a director,  officer,  employee or agent of
     another corporation, partnership, joint venture, trust or other enterprise,
     or by reason of any  action  alleged  to have been taken or omitted in such
     capacity.

          The rights and  authority  conferred in this Section (14) shall not be
     exclusive of any other right which any person may have or hereafter acquire
     under any statute,  provision of this  Certificate of  Incorporation or the
     By-Laws  of  the   Corporation,   agreement,   vote  of   stockholders   or
     disinterested directors or otherwise.

          Neither  the  amendment  nor  repeal  of this  Section  (14),  nor the
     adoption of any provision of the Certificate of Incorporation or By-Laws or
     of any statute  inconsistent  with this Section  (14),  shall  eliminate or
     reduce the effect of this  Section (14) in respect of any acts or omissions
     occurring  prior to such  amendment,  repeal or adoption of an inconsistent
     provision.

     The  Registrant  has entered  into  indemnity  agreements  with each of its
current  Directors.  The agreements  mandate that the Registrant shall indemnify
each Director to the full extent  permitted by the laws of the State of Delaware
as from time to time in effect  in the  event  that he is or was a party,  or is
threatened to be made a party,  to certain actions by reason of the fact that he
is or was a  Director,  officer,  agent or  employee  of the  Registrant  or any
corporation,  partnership, joint venture or other entity of which the Registrant
owns 50% or more of the  voting  or  equity  interest  (an  "Affiliate")  or any
employee  benefit plan of the Registrant or an Affiliate.  The  agreements  also
contain  certain  provisions  which  set  forth  the  procedures  for  obtaining
indemnification.

     The Registrant  has purchased  directors and officers  liability  insurance
which would  indemnify  the  Directors  and officers of the  Registrant  against
damages  arising out of certain kinds of claims which might be made against them
based on their  negligent  acts or omissions  while acting in their  capacity as
such.

<PAGE>


Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

Number    Description

3(a)      Restated Certificate of Incorporation of Sonat Inc. dated May 2, 1994
          filed as Exhibit 3-(a) to Form 10-K of Sonat Inc. for the year 1994

3(b)      By-Laws of Sonat Inc. as amended and in effect October 26, 1995 filed 
          as Exhibit 3-(b) to Form 10-Q of Sonat Inc. for the quarter ended 
          September 30, 1995

4         Rights Agreement dated January 23, 1986 between Sonat Inc. and
          Manufacturers Hanover Trust Company, as Rights Agent, with exhibits,
          as amended by Amendment dated July 28, 1988 filed as Exhibit 4-(1) to
          Form 10-K of Sonat Inc. for the year 1991

5 &      Opinion of James A. Rubright as to the legality of the securities being
 23(a)*  registered and Consent of James A. Rubright

23(b)*   Consent of Ernst & Young LLP

24(a)*   Powers of Attorney authorizing James A. Rubright, Beverley T. Krannich
         and Alfred F. Delchamps, III to sign the Registration Statement and all
         amendments thereto on behalf of certain Directors and officers of the
         Registrant

24(b)*   Certified Copy of  Resolutions  adopted by the Board of Directors
         of the Registrant on April 28, 1995, authorizing execution of the
         Registration   Statement  and  amendments  thereto  by  Power  of
         Attorney

*         Filed herewith

Item 9.  Undertakings

(a)  The Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

             (i)  To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

             (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate,  represents a  fundamental  change in the  information  set
          forth in the registration statement;

             (iii)To include any material information with respect to the plan
          of distribution not previously disclosed in the registration statement
          or any  material  change  to  such  information  in  the  registration
          statement.

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.


     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The Registrant  hereby  undertakes  that,  for purposes of  determining  any
liability  under the  Securities  Act of 1933,  each filing of the  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>


                                   SIGNATURES


     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Birmingham,  and the State of Alabama,  on the
17th day of November, 1995.

                             SONAT INC.
                            (Registrant)



                             By   Ronald L. Kuehn, Jr.*
                                  (Ronald L. Kuehn, Jr.)
                                  Chairman of the Board,
                                    President and
                                     Chief Executive Officer

                            /s/ Alfred F. Delchamps, III
                           * By Alfred F. Delchamps, III,
                           as authorized by Power of
                           Attorney filed as Exhibit
                           24(a) to this Registration Statement.

<PAGE>


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following  persons,  in the
capacities and on the dates indicated.

     Signature                    Title               Date

(i)  Principal Executive Officer



       Ronald L. Kuehn, Jr.*      Chairman of the Board,   November 17, 1995
   (Ronald L. Kuehn, Jr.)         President and Chief
                                  Executive Officer

(ii) Principal Financial Officer:



     Thomas W. Barker, Jr.*       Vice Preident-           November 17, 1995
   (Thomas W. Barker, Jr.)        Finance and Treasurer

(iii)Principal Accounting Officer:



      James A. Rubright*          Senior Vice President    November 17, 1995
   (James A. Rubright)            and General Counsel

(iv) Directors:

     William O. Bourke*      Benjamin F. Payton*
     John J. Creedon*        John J. Phelan, Jr.
     Roberto C. Goizueta*    Jerome J. Richardson*
     Ronald L. Kuehn, Jr.*   Donald G. Russell*
     Robert J. Lanigan       L. Edwin Smart*
     Max L. Lukens           Adrian M. Tocklin*
     Charles Marshall*       James B. Williams*
                             Joe B. Wyatt


     /s/ Alfred F. Delchamps, III
*    By Alfred F. Delchamps, III,
     as authorized by Power of
     Attorney filed as Exhibit
     24(a) to this Registration
     Statement.

<PAGE>


                                 EXHIBIT INDEX


Number    Description

3(a)      Restated Certificate of Incorporation of Sonat Inc. dated May 2, 1994
          filed as Exhibit 3-(a) to Form 10-K of Sonat Inc. for the year 1994

3(b)      By-Laws of Sonat Inc. as amended and in effect October 26, 1995 filed 
          as Exhibit 3-(b) to Form 10-Q of Sonat Inc. for the quarter ended
          September 30, 1995

4         Rights Agreement dated January 23, 1986 between Sonat Inc. and
          Manufacturers Hanover Trust Company, as Rights Agent, with exhibits,
          as amended by Amendment dated July 28, 1988 filed as Exhibit 4-(1) to
          Form 10-K of Sonat Inc. for the year 1991

5 &       Opinion of James A. Rubright as to the legality of the securities
 23(a)*   being registered and Consent of James A. Rubright

23(b)*    Consent of Ernst & Young LLP

24(a)*    Powers of Attorney authorizing James A. Rubright, Beverley T. Krannich
          and Alfred F. Delchamps, III to sign the Registration Statement and 
          all amendments thereto on behalf of certain Directors and officers 
          of the Registrant

24(b)*    Certified Copy of  Resolutions  adopted by the Board of Directors
          of the Registrant on April 28, 1995, authorizing execution of the
          Registration   Statement  and  amendments  thereto  by  Power  of
          Attorney

*         Filed herewith
[{"type": "S-8", "sequence": "1", "description": "FORM", "secsgml_size_bytes": 21946}]
{"company-data": {"conformed-name": "SONAT INC", "cik": "0000092236", "assigned-sic": "4922", "irs-number": "630647939", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64367", "film-number": "95594507"}, "business-address": {"street1": "1900 FIFTH AVENUE NORTH", "city": "BIRMINGHAM", "state": "AL", "zip": "35203", "phone": "2053253800"}, "mail-address": {"street1": "PO BOX 2563", "city": "BIRMINGHAM", "state": "AL", "zip": "35202"}, "former-company": {"former-conformed-name": "SOUTHERN NATURAL RESOURCES INC", "date-changed": "19820305"}}
Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933

                                   SONAT INC.

                 (Exact name of Registrant as specified in its charter)

           DELAWARE                                               63-0647939
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                             Identification No.)

       AMSOUTH-SONAT TOWER
       BIRMINGHAM, ALABAMA                                      35203
(Address of principal executive office)                       (Zip Code)

                       EXECUTIVE AWARD PLAN OF SONAT INC.
                            (Full title of the Plan)

                               JAMES A. RUBRIGHT
                                 P. O. BOX 2563
                           BIRMINGHAM, ALABAMA 35202
                    (Name and address of agent for service)

              Telephone number, including area code, of agent for service:

                                                               (205) 325-3800

                     (Facing Sheet Continued on Next Page)
CALCULATION OF REGISTRATION FEE
Proposed            Proposed
 Title of                            maximum             maximum
securities          Amount          offering            aggregate           Amount of
  to be              to be            price             offering            registra-
registered        registered        per unit              price             tion fee

Common
Stock, par
value $1.00
per share      4,000,000 shares        $29.94       $119,760,000.00       $23,952.00

Common Stock
Purchase
Rights         4,000,000 Rights         **                    **               **

This  Registration  Statement  also  relates  to such  indeterminate  number  of
additional  shares of the Registrant's  Common Stock and additional Common Stock
Purchase Rights  ("Rights") as may be issuable  pursuant to stock splits,  stock
dividends or similar transactions.

*    The  average of the high and low sales  prices of the  Common  Stock of the
     Company on November 13, 1995, as reported on the Consolidated  Transactions
     Reporting  System.  This  amount is  calculated  solely for the  purpose of
     determining  the  registration  fee  pursuant  to  Rule  457(h)  under  the
     Securities Act of 1933 (the "Securities Act").

**   The Rights are not exercisable or transferable  apart from the Common Stock
     at this time.  Accordingly,  no independent  value is  attributable  to the
     Rights.
Sonat Inc.  (the  "Registrant")  has on file with the  Securities  and  Exchange
Commission Registration Statement No. 33-50140, which relates to the issuance of
up to 2,000,000  shares of the  Registrant's  Common  Stock under the  Executive
Award Plan of Sonat Inc.  (the "Plan"),  2,000,000  Rights  associated  with the
Common  Stock  issuable  under  the  Plan,  and such  additional  shares  of the
Registrant's  Common  Stock and  Rights  as may be  issuable  pursuant  to stock
splits,  stock dividends or similar  transactions.  This Registration  Statement
relates to an additional  4,000,000 shares of Common Stock and associated Rights
issuable  under the Plan.  Pursuant to Rule 429 under the  Securities  Act,  the
documents that are deemed to constitute the prospectus  under this  Registration
Statement  meeting the  requirements of Section 10(a) of the Securities Act will
also be used in connection with securities covered by such earlier  Registration
Statement.
PART II
                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  filed by the  Registrant  under  the  Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference:

          (a)  The Registrant's most recent Annual Report on Form 10-K;

          (b) All other  reports  filed by the  Registrant  pursuant  to Section
     13(a) or 15(d) of the Exchange Act after its most recent  Annual  Report on
     Form 10-K; and

          (c) The  description  of the  Registrant's  Common  Stock  and  Rights
     contained  in  the  Registrant's  registration  statements  therefor  under
     Section 12 of the Exchange  Act,  including  any  amendments  filed for the
     purpose of updating such descriptions.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate  the  personal   liability  of  directors  of  a  corporation  to  the
corporation or to any of its  stockholders  for monetary  damage for a breach of
his fiduciary duty as a director, except in the case where the director breached
his  duty of  loyalty,  failed  to act in good  faith,  engaged  in  intentional
misconduct or knowingly violated a law,  authorized the payment of a dividend or
approved a stock  repurchase in violation of Delaware  corporate law or obtained
an  improper  personal  benefit.   The  Registrant's   Restated  Certificate  of
Incorporation contains a provision that eliminates directors' personal liability
as set forth above.

     Section  145  of the  Delaware  General  Corporation  Law  provides  that a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact  that he is or was a  director,  officer,  employee  or agent of the
corporation  or is or was  serving at its  request in such  capacity  in another
corporation  or business  association  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the  corporation  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Section (14) of Article FIFTH of the Restated  Certificate of Incorporation
of the Registrant contains the following provision:

          (14) No director shall be personally  liable to the Corporation or any
     stockholder  for  monetary  damages  for  breach  of  fiduciary  duty  as a
     director,  except (i) for any breach of such  director's duty of loyalty to
     the Corporation or its stockholders, (ii) for acts or omissions not in good
     faith or which involve  intentional  misconduct  or a knowing  violation of
     law, (iii) under Section 174 of the Delaware  General  Corporation  Law, or
     (iv) for any  transaction  from  which the  director  derived  an  improper
     personal benefit.  If the Delaware General Corporation Law is amended after
     approval by the  stockholders  of this  provision  to  authorize  corporate
     action further eliminating or limiting the personal liability of directors,
     then the liability of directors of the  Corporation  shall be eliminated or
     limited to the full extent  permitted by the Delaware  General  Corporation
     Law, as so amended.

          The Corporation  shall  indemnify to the full extent  permitted by the
     laws of the State of Delaware  as from time to time in effect,  each person
     who is or was a director or officer of the Corporation in the event that he
     was or is a party or is  threatened  to be made a party  to,  or  otherwise
     requires  representation  by counsel in connection  with,  any  threatened,
     pending or completed action, suit or proceeding,  whether civil,  criminal,
     administrative or investigative,  by reason of the fact that he is or was a
     director,  officer,  employee  or  agent of the  Corporation,  or is or was
     serving at the request of the Corporation as a director,  officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise,  or by  reason of any  action  alleged  to have  been  taken or
     omitted in such capacity.  The right to  indemnification  conferred by this
     Section  (14) shall also  include  the right of such  persons to be paid in
     advance by the Corporation for their expenses to the full extent  permitted
     by the laws of the State of  Delaware  as from time to time in effect.  The
     right to  indemnification  conferred on the  directors  and officers of the
     Corporation by this Section (14) shall be a contract right.

          Unless  otherwise   determined  by  the  Board  of  Directors  of  the
     Corporation,  the Corporation  shall indemnify to the full extent permitted
     by the laws of the State of Delaware  as from time to time in effect,  each
     person who is or was an employee or agent of the  Corporation  in the event
     that he was or is a party  or is  threatened  to be  made a  party  to,  or
     otherwise  requires  representation  by counsel  in  connection  with,  any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative, by reason of the fact that he is
     or was an employee or agent of the Corporation, or is or was serving at the
     request of the  Corporation  as a director,  officer,  employee or agent of
     another corporation, partnership, joint venture, trust or other enterprise,
     or by reason of any  action  alleged  to have been taken or omitted in such
     capacity.

          The rights and  authority  conferred in this Section (14) shall not be
     exclusive of any other right which any person may have or hereafter acquire
     under any statute,  provision of this  Certificate of  Incorporation or the
     By-Laws  of  the   Corporation,   agreement,   vote  of   stockholders   or
     disinterested directors or otherwise.

          Neither  the  amendment  nor  repeal  of this  Section  (14),  nor the
     adoption of any provision of the Certificate of Incorporation or By-Laws or
     of any statute  inconsistent  with this Section  (14),  shall  eliminate or
     reduce the effect of this  Section (14) in respect of any acts or omissions
     occurring  prior to such  amendment,  repeal or adoption of an inconsistent
     provision.

     The  Registrant  has entered  into  indemnity  agreements  with each of its
current  Directors.  The agreements  mandate that the Registrant shall indemnify
each Director to the full extent  permitted by the laws of the State of Delaware
as from time to time in effect  in the  event  that he is or was a party,  or is
threatened to be made a party,  to certain actions by reason of the fact that he
is or was a  Director,  officer,  agent or  employee  of the  Registrant  or any
corporation,  partnership, joint venture or other entity of which the Registrant
owns 50% or more of the  voting  or  equity  interest  (an  "Affiliate")  or any
employee  benefit plan of the Registrant or an Affiliate.  The  agreements  also
contain  certain  provisions  which  set  forth  the  procedures  for  obtaining
indemnification.

     The Registrant  has purchased  directors and officers  liability  insurance
which would  indemnify  the  Directors  and officers of the  Registrant  against
damages  arising out of certain kinds of claims which might be made against them
based on their  negligent  acts or omissions  while acting in their  capacity as
such.
Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

Number    Description

3(a)      Restated Certificate of Incorporation of Sonat Inc. dated May 2, 1994
          filed as Exhibit 3-(a) to Form 10-K of Sonat Inc. for the year 1994

3(b)      By-Laws of Sonat Inc. as amended and in effect October 26, 1995 filed 
          as Exhibit 3-(b) to Form 10-Q of Sonat Inc. for the quarter ended 
          September 30, 1995

4         Rights Agreement dated January 23, 1986 between Sonat Inc. and
          Manufacturers Hanover Trust Company, as Rights Agent, with exhibits,
          as amended by Amendment dated July 28, 1988 filed as Exhibit 4-(1) to
          Form 10-K of Sonat Inc. for the year 1991

5 &      Opinion of James A. Rubright as to the legality of the securities being
 23(a)*  registered and Consent of James A. Rubright

23(b)*   Consent of Ernst & Young LLP

24(a)*   Powers of Attorney authorizing James A. Rubright, Beverley T. Krannich
         and Alfred F. Delchamps, III to sign the Registration Statement and all
         amendments thereto on behalf of certain Directors and officers of the
         Registrant

24(b)*   Certified Copy of  Resolutions  adopted by the Board of Directors
         of the Registrant on April 28, 1995, authorizing execution of the
         Registration   Statement  and  amendments  thereto  by  Power  of
         Attorney

*         Filed herewith

Item 9.  Undertakings

(a)  The Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

             (i)  To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

             (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate,  represents a  fundamental  change in the  information  set
          forth in the registration statement;

             (iii)To include any material information with respect to the plan
          of distribution not previously disclosed in the registration statement
          or any  material  change  to  such  information  in  the  registration
          statement.

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The Registrant  hereby  undertakes  that,  for purposes of  determining  any
liability  under the  Securities  Act of 1933,  each filing of the  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Birmingham,  and the State of Alabama,  on the
17th day of November, 1995.

                             SONAT INC.
                            (Registrant)

                             By   Ronald L. Kuehn, Jr.*
                                  (Ronald L. Kuehn, Jr.)
                                  Chairman of the Board,
                                    President and
                                     Chief Executive Officer

                            /s/ Alfred F. Delchamps, III
                           * By Alfred F. Delchamps, III,
                           as authorized by Power of
                           Attorney filed as Exhibit
                           24(a) to this Registration Statement.
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following  persons,  in the
capacities and on the dates indicated.

     Signature                    Title               Date

(i)  Principal Executive Officer

       Ronald L. Kuehn, Jr.*      Chairman of the Board,   November 17, 1995
   (Ronald L. Kuehn, Jr.)         President and Chief
                                  Executive Officer

(ii) Principal Financial Officer:

     Thomas W. Barker, Jr.*       Vice Preident-           November 17, 1995
   (Thomas W. Barker, Jr.)        Finance and Treasurer

(iii)Principal Accounting Officer:

      James A. Rubright*          Senior Vice President    November 17, 1995
   (James A. Rubright)            and General Counsel

(iv) Directors:

     William O. Bourke*      Benjamin F. Payton*
     John J. Creedon*        John J. Phelan, Jr.
     Roberto C. Goizueta*    Jerome J. Richardson*
     Ronald L. Kuehn, Jr.*   Donald G. Russell*
     Robert J. Lanigan       L. Edwin Smart*
     Max L. Lukens           Adrian M. Tocklin*
     Charles Marshall*       James B. Williams*
                             Joe B. Wyatt

     /s/ Alfred F. Delchamps, III
*    By Alfred F. Delchamps, III,
     as authorized by Power of
     Attorney filed as Exhibit
     24(a) to this Registration
     Statement.
EXHIBIT INDEX

Number    Description

3(a)      Restated Certificate of Incorporation of Sonat Inc. dated May 2, 1994
          filed as Exhibit 3-(a) to Form 10-K of Sonat Inc. for the year 1994

3(b)      By-Laws of Sonat Inc. as amended and in effect October 26, 1995 filed 
          as Exhibit 3-(b) to Form 10-Q of Sonat Inc. for the quarter ended
          September 30, 1995

4         Rights Agreement dated January 23, 1986 between Sonat Inc. and
          Manufacturers Hanover Trust Company, as Rights Agent, with exhibits,
          as amended by Amendment dated July 28, 1988 filed as Exhibit 4-(1) to
          Form 10-K of Sonat Inc. for the year 1991

5 &       Opinion of James A. Rubright as to the legality of the securities
 23(a)*   being registered and Consent of James A. Rubright

23(b)*    Consent of Ernst & Young LLP

24(a)*    Powers of Attorney authorizing James A. Rubright, Beverley T. Krannich
          and Alfred F. Delchamps, III to sign the Registration Statement and 
          all amendments thereto on behalf of certain Directors and officers 
          of the Registrant

24(b)*    Certified Copy of  Resolutions  adopted by the Board of Directors
          of the Registrant on April 28, 1995, authorizing execution of the
          Registration   Statement  and  amendments  thereto  by  Power  of
          Attorney

*         Filed herewith