SecProbe.io

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Mail Stop 3561

                                                November 3, 2005

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

      Re:	Boardwalk Pipeline Partners, LP
      Amendment No. 4 to Registration Statement on Form S-1
      Filed October 31, 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.

Recent Developments, page 2
1. We note your disclosure that certain municipalities and local
distribution companies that were impacted by hurricanes Katrina
and
Rita are primarily served under firm transportation and storage
contracts and, as a result, are still obligated to pay capacity
reservation charges notwithstanding the reduced throughput.
Please
tell us, and, disclose if material, the amount of receivables that
you have recorded under such contracts that are outstanding as of
September 30, 2005 here and under "Risk Factors" on page 24.
Additionally, please disclose the portion of the $366 million of
capacity revenue charges you expect to earn from these impacted
customers during the twelve months ended September 31, 2006 under
"Risk Factors" on page 24 and "Cash Distribution Policy and
Restrictions on Distributions" under the subheading "Assumptions
and
Considerations" on page 55.  Further, please provide like
disclosure
within your "Management`s Discussion and Analysis and Results of
Operations" for the nine months ended September 30, 2005.

Cash Distribution Policy and Restrictions on Distributions, page
45

Limitations on Our Ability to Make Quarterly Distributions, page
45
2. We note your responses to comments 3 and 4 in our letter dated
October 28, 2005, and we note the additional discussion of the
debt
covenant ratios.  Please also disclose, here and in your tables,
that
a default on the payment of any indebtedness in excess of $25
million
will also limit your ability to make distributions, as stated on
page
37.  Please similarly revise your Management`s Discussion and
Analysis disclosure on page 87 under "Events of Default."

Exhibit 1.1. Form of Underwriting Agreement
3. We note that Section 7(n)(iv) of the underwriting agreement
provides that the obligation of the underwriters to purchase
shares
may be terminated upon the occurrence of "a change in general
economic, political or financial conditions."  Please note that
market out clauses which permit an underwriter to terminate its
obligation to purchase the offered securities based on the
occurrence
of nonmaterial events affecting the issuer or the securities
markets
in general are inappropriate in the context of a firm commitment
underwriting.  Please revise or advise us.

*	*	*	*	*

      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
November 3, 2005
Page 1

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