|                                    Exhibit      12 |   |
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| 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 |   |
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| 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.                                                                                                                                           |   |
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| 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. |   |