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)

<Table>
<Caption>
                                                                            Nine months ended
                                                                           September 30, 2002
                                                                           ------------------
                                                                        

Earnings:
   Income (loss) from continuing operations before income taxes               $     (947.0)
   Add:
      Interest expense - net                                                         828.8
      Rental expense representative of interest factor                                23.3
      Preferred returns and minority interest in income
         of consolidated subsidiaries                                                 60.6
      Interest accrued - 50% owned company                                             3.7
      Equity losses in less than 50% owned companies                                  16.7
      Other                                                                            4.9
                                                                              ------------

         Total earnings (loss) as adjusted plus fixed charges                 $       (9.0)
                                                                              ============

Fixed charges and preferred stock dividend requirements:
   Interest expense - net                                                     $      828.8
   Capitalized interest                                                               20.0
   Rental expense representative of interest factor                                   23.3
   Pre-tax effect of preferred stock dividend requirements of the Company             22.6
   Pre-tax effect of preferred returns of subsidiaries                                14.7
   Interest accrued - 50% owned company                                                3.7
                                                                              ------------

         Combined fixed charges and preferred stock dividend requirements     $      913.1
                                                                              ============

Ratio of earnings to combined fixed charges and preferred stock dividend
   requirements                                                                         (a)
                                                                              ============
</Table>

(a)  Earnings were inadequate to cover combined fixed charges and preferred
     stock dividend requirements by $922.1 million for the nine months ended
     September 30, 2002.