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|                               Exhibit      12                           |   |
|--------------------------------------------------------------------------------------------------|--------|
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| TENNESSEE      GAS PIPELINE COMPANY                                                              |   |
| COMPUTATION      OF RATIO OF EARNINGS TO FIXED CHARGES                                           |   |
| (IN      MILLIONS, EXCEPT FOR RATIO)                                                             |   |
|                                                                                             |   |
|                                                                                             |   | For      The Nine Months EndedSeptember 30, |   |
|                                                                                             |   | 2009 |   |   |   | 2008 |   |
| Earnings                                                                                         |   |   |   |   |
|     Pre-tax      income                                                      |   | $ | 159 |   |   |   | $ | 134 |   |
|     Income      from equity investee                                         |   |   | (8) |   |   |   |   | (10) |   |
|        Pre-tax income      before income from equity investee |   |   | 151 |   |   |   |   | 124 |   |
|                                                                                             |   |   |   |   |   |   |   |   |   |
|     Fixed      charges                                                       |   |   | 120 |   |   |   |   | 104 |   |
|     Distributed      income of equity investee                               |   |   | 10 |   |   |   |   | 13 |   |
|     Allowance for      funds used during construction                        |   |   | (2) |   |   |   |   | (2) |   |
|        Total earnings      available for fixed charges        |   | $ | 279 |   |   |   | $ | 239 |   |
|                                                                                             |   |   |   |   |   |   |   |   |   |
| Fixed      charges                                                                               |   |   |   |   |   |   |   |   |   |
|     Interest and      debt expense                                           |   | $ | 120 |   |   |   | $  | 104 |   |
|                                                                                             |   |   |   |   |   |   |   |   |   |
| Ratio      of earnings to fixed charges                                                          |   |   | 2.3 |   |   |   |   | 2.3 |   |
|                                                                                             |   |

| For purposes      of computing these ratios, earnings means pre-tax income      before: |                                                                                                                                                                          |   |
|-----------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                    | - income from      equity investee, adjusted to reflect actual distribution from equity      investment; and                                                                  |
|                                                                                    | - fixed      charges;                                                                                                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| less                                                                                    |                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                    | - allowance      for funds used during construction.                                                                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                    |                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed charges      means the sum of the following:                                      |                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                    | - interest      costs, not including interests 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 nine months ended September 30, 2009 and      2008. |   |   |   |   |   |   |   |   |   |   |

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