Exhibit 12

The Williams Companies, Inc.
Computation of Ratio of Earnings to Fixed Charges

	Years Ended December 31,
	2004			2003			2002			2001			2000
	(Dollars in millions)
Earnings:
Income from continuing operations before income taxes	$	224.5		$	(62.8	)	$	(908.7	)	$	1,148.1		$	1,111.7
Minority interest in income and preferred returns of consolidated subsidiaries		21.4			19.4			41.8			71.7			56.8
Less: Equity earnings		(49.9	)		(20.3	)		(73.0	)		(22.7	)		(21.8	)
Income from continuing operations before income taxes, minority interest in income and preferred returns of consolidated subsidiaries and equity earnings		196.0			(63.7	)		(939.9	)		1,197.1			1,146.7
Add:
Fixed charges:
Interest accrued, including proportionate share from equity-method investees		841.5			1,298.3			1,172.4			700.8			629.5
Rental expense representative of interest factor		19.7			26.7			23.8			23.8			23.1
Preferred distributions		—			47.8			58.1			95.7			71.6
Total fixed charges		861.2			1,372.8			1,254.3			820.3			724.2
Distributed income of equity investees		60.5			21.5			81.3			50.9			27.4
Less:
Capitalized interest		(6.7	)		(45.5	)		(27.3	)		(36.9	)		(32.1	)
Preferred distributions		—			(47.8	)		(58.1	)		(95.7	)		(71.6	)
Total earnings as adjusted	$	1,111.0		$	1,237.3		$	310.3		$	1,935.7		$	1,794.6
Fixed charges	$	861.2		$	1,372.8		$	1,254.3		$	820.3		$	724.2
Ratio of earnings to fixed charges		1.29			(a	)		(a	)		2.36			2.48

(a) Earnings were inadequate to cover fixed charges by $135.5 million and $944.0 million for the years ended December 31, 2003 and 2002, respectively.