EXHIBIT 12

                  The Williams Companies, Inc. and Subsidiaries
           Computation of Ratio of Earnings to Combined Fixed Charges
                    and Preferred Stock Dividend Requirements
                              (Dollars in millions)



                                                                       Three months ended
                                                                        March 31, 2002
                                                                       ------------------
                                                                    
Earnings:
   Income from continuing operations before income taxes                    $ 210.3
   Add:
      Interest expense - net                                                  211.7
      Rental expense representative of interest factor                          7.9
      Preferred returns and minority interest in income
         of consolidated subsidiaries                                          15.2
      Interest accrued - 50% owned company                                      1.4
      Equity losses in less than 50% owned companies                           10.1
      Other                                                                     3.0
                                                                            -------

         Total earnings as adjusted plus fixed charges                      $ 459.6
                                                                            =======

Fixed charges and preferred stock dividend requirements:
   Interest expense - net                                                   $ 211.7
   Capitalized interest                                                         5.7
   Rental expense representative of interest factor                             7.9
   Pre-tax effect of preferred stock dividend requirements of the Company        .5
   Pre-tax effect of preferred returns of subsidiaries                          7.5
   Interest accrued - 50% owned company                                         1.4
                                                                            -------

         Combined fixed charges and preferred stock dividend requirements   $ 234.7
                                                                            =======


Ratio of earnings to combined fixed charges and preferred stock dividend
   requirements                                                                1.96
                                                                            =======