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|           Exhibit12                                                |   |
|---------------------------------------------------------------------------------------------|--------|
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| TENNESSEE GAS PIPELINE COMPANY                                                              |   |
| COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES                                           |   |
| (DOLLARS IN MILLIONS)                                                                       |   |
|                                                                                        |   |
|                                                                                        |   | For The Six Months Ended June 30, |   |
|                                                                                        |   | 2009 |   |   |   | 2008 |   |
| Earnings                                                                                    |   |   |   |   |
|     Pre-tax income                                                      |   | $ | 127 |   |   |   | $ | 107 |   |
|     Income from equity investee                                         |   |   | (5) |   |   |   |   | (8) |   |
|        Pre-tax income before income from equity investee |   |   | 122 |   |   |   |   | 99 |   |
|                                                                                        |   |   |   |   |   |   |   |   |   |
|     Fixed charges                                                       |   |   | 79 |   |   |   |   | 71 |   |
|     Distributed income of equity investee                               |   |   | 7 |   |   |   |   | 9 |   |
|     Allowance for funds used during construction                        |   |   | (1) |   |   |   |   | (2) |   |
|        Totals earnings available for fixed charges       |   | $ | 207 |   |   |   | $ | 177 |   |
|                                                                                        |   |   |   |   |   |   |   |   |   |
| Fixed charges                                                                               |   |   |   |   |   |   |   |   |   |
|     Interest and debt expense                                           |   | $ | 79 |   |   |   | $  | 71 |   |
|                                                                                        |   |   |   |   |   |   |   |   |   |
| Ratio of earnings to fixed charges                                                          |   |   | 2.6 |   |   |   |   | 2.5 |   |
|                                                                                        |   |

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| 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.                                                                                                                                                     |   |
|                                                                                                                                                                                                                        |   |
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| 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 and interest factor, which was not material for the six months        ended June 30, 2009 and 2008. |   |

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