SecProbe.io

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Mail Stop 3561

									August 9, 2005

Mr. Brian K. Shore
Corporate Secretary
The Williams Companies
One Williams Center, Suite 4700
Tulsa, Oklahoma 74172

		RE:	Transcontinental Gas Pipe Line Corporation
			Form 8-K filed August 8, 2005
			File No.  1-7584

Dear Mr. Shore:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
We may ask you to provide us with more information so we may
better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. Please amend your report to include the specific nature of the
error in the third party actuarial computation.  Your current
disclosure is silent in this regard.
2. Please amend your report to disclose the nature of the prior
period adjustments for which you intend to restate your financial
statements and the amounts for the specific periods involved.
3. Please tell us if your certifying officers have reconsidered
the
effect on the adequacy of your disclosure controls and procedures
as
of the end of the period covered by your Form 10-Q for the period
ended March 31, 2005 in light of the errors you have disclosed.
Additionally, tell us what effect the errors had on your
evaluation
of disclosure controls and procedures as of your fiscal year end
2004.

      As appropriate, please amend your filing and respond to this
comment within five business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your response to our comment and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

If you have any questions regarding this comment, please direct
them
to Anthony Watson, Staff Accountant, at (202) 551-3318.

									Sincerely,

									Anthony Watson

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Mr. Brian K. Shore
Transcontinental Gas Pipe Line Corporation
August 9, 2005
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