SecProbe.io

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Mail Stop 3561

                                                October 28, 2005

W. Douglas Field
Boardwalk Pipeline Partners, LP
3800 Frederica Street
Owensboro, Kentucky 42301

      Re:	Boardwalk Pipeline Partners, LP
      Amendment No. 3 to Registration Statement on Form S-1
      Filed October 24, 2005
      File No. 333-127578

Dear Mr. Field:

      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 comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.  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.

Risk Factors, page 21

Restrictions in our credit agreement could limit our ability to
make..., page 37
1. Refer to the fourth bullet.  We note that your new credit
agreement will limit your ability to make distributions upon a
default on the payment of any other indebtedness in excess of a
specified amount.  Please quantify the "specified amount."

We have not completed our evaluation of our internal control...,
page
39
2. Please describe the areas of your internal controls that have
preliminarily been identified as areas requiring improvement.

Cash Distribution Policy and Restrictions on Distributions, page
45

Limitations on Our Ability to Make Quarterly Distributions, page
45
3. We note that you refer to your Management`s Discussion and
Analysis section for a discussion of the financial tests and
covenants in your new credit facility.  Please describe in this
section any limitations on your ability to pay distributions under
your new credit facility.  We note that on page 37 you state that
defaults in excess of a specified amount will limit your ability
to
pay distributions.  Please also revise to disclose how the new
credit
facility factors into your tables.  For example, please include
the
debt covenant ratios as items in your tables.

Management`s Discussion and Analysis of Financial Condition...,
page
73

Credit Facility, page 86
4. Please describe and quantify the financial covenants.
*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  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 responses to our
comments 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 comments.

      You may contact John Cannarella, Staff Accountant, at (202)
551-3337 or William Choi, Accounting Branch Chief, at (202) 551-
3716,
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Peggy Kim, Staff Attorney, at
(202) 551-3411, or David Mittelman, Legal Branch Chief, at (202)
551-
3214 or me at (202) 551-3720 with any other questions.

Sincerely,

H. Christopher Owings
Assistant Director

cc:	Alan P. Baden, Esq.
	Michael Swidler, Esq.
	Vinson & Elkins L.L.P.
	Via Facsimile
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W. Douglas Field
Boardwalk Pipeline Partners, LP
October 28, 2005
Page 1

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