Exhibit 12
TENNESSEE GAS PIPELINE COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
	For the Three Months ended March 31,
	2009		2008
Earnings
Pre-tax income	$	86	$	72
Income from equity investee		(3)		(4)
Pre-tax income before income from equity investee		83		68
Fixed charges		39		34
Distributed income of equity investee		4		4
Capitalized interest		(1)		(1)
Total earnings available for fixed charges	$	125	$	105
Fixed charges
Interest and debt expense	$	39	$	34
Ratio of earnings to fixed charges		3.2		3.1

For purposes of computing these ratios, earnings means pre-tax income before:

· income from equity investee, adjusted to reflect actual distributions from equity investment; and

· fixed charges; 

less: 

· capitalized interest.

Fixed charges means the sum of the following:

· interest costs, not including interest on tax liabilities which is included in income tax expense on our income statement;

· amortization of debt costs; and 

· that portion of rental expense which we believe represents an interest factor, which was not material for the quarters ended March 31, 2009 and 2008.