1
                                                                      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, 2000
                                                                         ------------------
                                                                     
Earnings:
   Income before income taxes and cumulative
      effect of change in accounting principle                              $      195.5

   Add:
      Interest expense - net                                                       190.5
      Rental expense representative of interest factor                              43.5
      Minority interest in income (loss) and preferred returns
         of consolidated subsidiaries                                              (13.8)
      Interest accrued - 50% owned company                                           1.0
      Equity losses in less than 50% owned companies                                 6.0
      Equity earnings in less than 50% owned companies in excess
         of distributions                                                           (7.5)
      Other                                                                          1.1
                                                                            ------------

         Total earnings as adjusted plus fixed charges                      $      416.3
                                                                            ============

Fixed charges and preferred stock dividend requirements:
   Interest expense - net                                                   $      190.5
   Capitalized interest                                                             37.6
   Rental expense representative of interest factor                                 43.5
   Pretax effect of preferred returns of subsidiaries                               10.3
   Interest accrued - 50% owned company                                              1.0
                                                                            ------------
         Combined fixed charges and preferred stock dividend
             requirements                                                   $      282.9
                                                                            ============


Ratio of earnings to combined fixed charges and
   preferred stock dividend requirements                                            1.47
                                                                            ============