Exhibit 12

The Williams Companies, Inc.
Computation of Ratio of Earnings to Fixed Charges
(Dollars in millions)

	Six months ended
	June 30, 2004
Earnings:
Income from continuing operations before income taxes	$	(25.5	)
Minority interest in income of consolidated subsidiaries		10.8
Less: Equity earnings		(22.3	)
Income from continuing operations before income taxes, minority interest in income of consolidated subsidiaries and equity earnings		(37.0	)
Add:
Fixed charges:
Interest expense — net		460.9
Rental expense representative of interest factor		10.5
Total fixed charges:		471.4
Distributed income of equity investees		27.2
Interest expense — net — equity investees		2.2
Less:
Capitalized interest		(4.7	)
Total earnings as adjusted	$	459.1
Fixed charges	$	471.4
Ratio of earnings to fixed charges		(a	)

(a) Earnings were inadequate to cover fixed charges by $12.3 million for the six months ended June 30, 2004.