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>
                                                                               Three months ended
                                                                                 March 31, 2003
                                                                               ------------------
                                                                            
Earnings:
   Loss from continuing operations before income taxes                         $            (82.0)
   Add:
      Interest expense - net                                                                360.7
      Rental expense representative of interest factor                                        8.2
      Minority interest in income of consolidated subsidiaries                               16.1
      Interest accrued - 50% owned companies                                                  0.8
      Equity losses in less than 50% owned companies                                          0.6
      Other                                                                                  (6.1)
                                                                               ------------------

         Total earnings as adjusted plus fixed charges                         $            298.3
                                                                               ==================

Fixed charges and preferred stock dividend requirements:
   Interest expense - net                                                      $            360.7
   Capitalized interest                                                                      12.1
   Rental expense representative of interest factor                                           8.2
   Pre-tax effect of preferred stock dividend requirements of the Company                    11.0
   Interest accrued - 50% owned companies                                                     0.8
                                                                               ------------------

         Combined fixed charges and preferred stock dividend requirements      $            392.8
                                                                               ==================


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 $94.5 million for three months ended March
      31, 2003.