EXHIBIT 12

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                          (In Thousands, Except Ratios)






                                           Twelve Months
                                          Ended March 31,            Year Ended December 31
                                                2003           2002       2001(1)         2000(1)        1999         1998
                                         ----------------------------------------------------------------------------------
Earnings:
                                                                                              
Net income (2)                              $ 102,410       $ 97,137    $ 44,495         $ 56,901      $ 76,511    $ 70,367
Income taxes                                   53,478         46,772      21,309           37,077        43,161      39,093
Equity in losses of equity investee             2,250          1,859         463                -             -           -
Fixed Charges (See Below)                      68,890         70,693      72,709           48,276        39,240      38,582
Less:  Preferred stock dividend                    34             32         758            1,017         1,078       1,095
                                         ----------------------------------------------------------------------------------
    Total adjusted earnings                 $ 226,994       $216,428    $138,217         $141,237      $157,834   $ 146,947
                                         ----------------------------------------------------------------------------------
Fixed charges:
   Total interest expense                   $  68,087       $ 69,119    $ 70,745         $ 46,354      $ 36,790    $ 36,670
   Interest component of rents                    769          1,542       1,206              906         1,372         817
   Preferred stock dividend                        34             32         758            1,017         1,078       1,095
                                         ----------------------------------------------------------------------------------
     Total fixed charges                    $  68,890       $ 70,693    $ 72,709         $ 48,276      $ 39,240    $ 38,582
                                         ----------------------------------------------------------------------------------

Ratio of earnings to fixed charges                3.3            3.1         1.9              2.9           4.0         3.8
                                         ==================================================================================




(1)  Merger and integration  related costs incurred for the years ended December
     31, 2001 and 2000  totaled $2.8  million and $32.7  million,  respectively.
     These  costs  relate   primarily  to  employee  and  executive   severance,
     transaction   costs,  and  other  merger,   integration  and  restructuring
     activities.

     As a result of merger  integration  activities,  management  has identified
     certain  information  systems that were retired in 2001.  Accordingly,  the
     useful  lives of these  assets were  shortened  to reflect  that  decision,
     resulting in additional  depreciation  expense. For the for the years ended
     December 31, 2001 and 2000, this additional  depreciation  expense was $9.6
     million and $11.4 million, respectively.

     In total, merger and integration related costs incurred for the years ended
     December 31, 2001 and 2000 were $12.4  million ($7.7 million after tax) and
     $44.1 million ($31.6 million after tax), respectively.

     In June 2001,  Utility Holdings began  implementing a restructuring plan to
     eliminate   administrative   and  supervisory   positions  in  its  utility
     operations and corporate  office.  Restructuring-related  charges  incurred
     during the year ended December 31, 2001 totaled $15.0 million ($9.3 million
     after tax).

(2)  Net income, as defined,  is before preferred stock dividend  requirement of
     subsidiary and cumulative effect of change in accounting principle.