Mail Stop 3561

                                                October 21, 2005


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

      Re:	Boardwalk Pipeline Partners, LP
      Amendment No. 2 to Registration Statement on Form S-1
      Filed October 12, 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.

Front Cover Page of Prospectus

1. We note that you list the names of 12 underwriters on your
cover
page.  Please revise to include only the names of the lead or
managing underwriters.  Refer to Item 501(b)(8)(i) of Regulation
S-K.

Assumptions and Considerations, page 53

2. We note your response to comment 6 of our letter dated October
6,
2005.  Please revise to include all items expected to contribute
to
your estimated Adjusted EBITDA for the 12 months ending June 30,
2006
relative to Adjusted Pro-forma EBITDA for the 12 months ending
December 31, 2004 and June 30, 2005.  In this regard, you should
quantify those assumptions with respect to their direct impact to
Adjusted EBITDA rather than individual line items.  For example,
quantify the expected impact to your Adjusted EBITDA related to
the
revenue for services provided under firm transportation and
storage
agreements.  You may aggregate individually insignificant items
but
we believe that the total of all highlighted items should be
presented to explain the total change to your Estimated Adjusted
EBITDA expected over this period.  Where applicable, please
indicate
where your assumptions related to certain portions of your
business
will contribute to your Estimated Adjusted EBITDA for the twelve
months ending June 30, 2006 at or near the historical amounts
reflected in the Adjusted Pro-forma EBITDA for the twelve months
ending June 30, 2005 and December 31, 2004.  We would expect to be
able to reconcile such quantified assumptions to your Estimated
Adjusted EBITDA of $257.1 million for the twelve months ending
June
30, 2006.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 71

Results of Operations, page 77

3. We note your response to comment 8 in our letter dated October
6,
2005.  For each period, please revise to include the percentage
changes for each component of revenues and expenses.

Legal Proceedings, page 104

Hurricane Katrina Related Class Action, page 105

4. Please clarify your disclosure on page 105 to state, if so,
that
management does not believe it is probable that a liability had
been
incurred as of the date of the financial statements and/or the
amount
of loss cannot be reasonably estimated.  See SFAS 5, paragraphs 8-
10.

*	*	*	*	*

      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 21, 2005
Page 1