8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 10, 2011

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 1-7584
(Commission File Number) 74-1079400
(I.R.S. Employer
Identification No.)

2800 Post Oak Boulevard, P.O. Box 1396, Houston, Texas
(Address of Principal Executive Offices) 77056
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 215-2000

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

     On August 10, 2011, Transcontinental Gas Pipe Line Company, LLC (the “Company”) issued a press release announcing that it intends to offer, pursuant to an exemption from registration under the Securities Act of 1933, as amended, $375 million in aggregate principal amount of senior notes due 2041. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     Also on August 10, 2011, the Company issued a press release announcing that it has priced its offering of $375 million in aggregate principal amount of 5.40% Senior Notes due 2041. The offering of the notes is expected to close on August 12, 2011, subject to certain closing conditions. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits.

Exhibit No.		Description
	99.1	Press release dated August 10, 2011
	99.2	Press release dated August 10, 2011

1

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC
By:	/s/ Lorna R. Simms
	Lorna R. Simms
	Assistant Secretary

DATED: August 10, 2011

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release dated August 10, 2011
	99.2	Press release dated August 10, 2011

EX-99.1

Exhibit 99.1

DATE: Aug. 10, 2011

MEDIA CONTACT:
Jeff Pounds
(918) 573-3332 INVESTOR CONTACT:
Sharna Reingold
(918) 573-2078

Transco Initiates Private Debt Issuance

TULSA, Okla. — Transcontinental Gas Pipe Line Company, LLC (“Transco”), a wholly owned subsidiary of Williams Partners L.P. (NYSE: WPZ), announced today that it is offering an expected $375 million aggregate principal amount of senior notes due 2041 to certain institutional investors. The notes will be offered pursuant to certain exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).

Transco intends to use $300 million of the net proceeds from the offering to repay its $300 million of 7-percent notes due 2011, upon their maturity on Aug. 15. The remainder of the net proceeds will be used for general corporate purposes.

The offering of the notes has not been registered under the Securities Act or applicable state securities laws. The notes may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the notes described in this press release, nor shall there be any sale of the notes in any state or jurisdiction in which such an offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

# # #

Portions of this document may constitute “forward-looking statements” as defined by federal law. Although Transco believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in Transco’s annual and quarterly reports filed with the Securities and Exchange Commission

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EX-99.2

Exhibit 99.2

News Release Williams Partners L.P. (NYSE: WPZ)
One Williams Center
Tulsa, OK 74172
800-600-3782
www.williamslp.com

DATE: Aug. 10, 2011

MEDIA CONTACT:	INVESTOR CONTACT:
Jeff Pounds	Sharna Reingold
(918) 573-3332	(918) 573-2078

Transco Prices Private Debt Issuance

TULSA, Okla. — Transcontinental Gas Pipe Line Company, LLC (“Transco”), a wholly owned subsidiary of Williams Partners L.P. (NYSE: WPZ), announced that it has priced its previously announced $375 million offering of senior notes due 2041. The notes, scheduled to be delivered on Aug 12, 2011, were priced with a 5.40- percent coupon and at an offering price of 99.338 percent of par, with a yield to investors of 5.445 percent.

Transco intends to use $300 million of the net proceeds from the offering to repay its $300 million of 7- percent notes due 2011, upon their maturity on Aug. 15. The remainder of the net proceeds will be used for general corporate purposes.

The notes will be offered pursuant to certain exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). The offering of the notes has not been registered under the Securities Act or applicable state securities laws. The notes may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the notes described in this press release, nor shall there be any sale of the notes in any state or jurisdiction in which such an offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

# # #

Portions of this document may constitute “forward-looking statements” as defined by federal law. Although Transco believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in Transco’s annual and quarterly reports filed with the Securities and Exchange Commission

Go to http://www.b2i.us/irpass.asp?BzID=1296&to=ea&s=0 or http://www.b2i.us/irpass.asp?BzID=630&to=ea&s=0 to join our email list.