EXHIBIT 99.5

                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

                            IS OFFERING TO EXCHANGE
                                      ITS
                     7% SERIES B NOTES DUE AUGUST 15, 2011

              PURSUANT TO ITS PROSPECTUS, DATED DECEMBER 11, 2001,

                         FOR ALL ISSUED AND OUTSTANDING
                     7% SERIES A NOTES DUE AUGUST 15, 2011

To Our Clients:


     Enclosed for your consideration is a prospectus, dated December 11, 2001
(the "Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal") relating to the offer (the "Exchange Offer") of Transcontinental
Gas Pipe Line Corporation ("Transco") to exchange an aggregate principal amount
of up to $300,000,000 of its 7% Series B Notes due August 15, 2011 (the "New
Notes"), the issuance of which has been registered under the Securities Act of
1933, as amended (the "Securities Act"), for a like principal amount of its
issued and outstanding 7% Series A Notes due August 15, 2011 (the "Old Notes").
The Old Notes were issued in offerings under Rule 144A and Regulation S of the
Securities Act that were not registered under the Securities Act. The Exchange
Offer is being extended to all holders of the Old Notes in order to satisfy
certain obligations of Transco contained in the Registration Rights Agreement,
dated as of August 27, 2001, by and among Transco and UBS Warburg LLC ("UBS
Warburg"). The New Notes are substantially identical to the Old Notes, except
that the transfer restrictions and registration rights applicable to the Old
Notes do not apply to the New Notes.


     These materials are being forwarded to you as the beneficial owner of the
Old Notes held by us for your account but not registered in your name. A TENDER
OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS.

     Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Notes held by us for your account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal.


     Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON JANUARY 10, 2002, UNLESS THE EXCHANGE OFFER IS
EXTENDED.  Any Old Notes tendered pursuant to the Exchange Offer may with
withdrawn at any time before the expiration of the Exchange Offer.


     Your attention is directed to the following:

          1. The Exchange Offer is for any and all Old Notes.

          2. The Exchange Offer is subject to certain conditions set forth in
     the Prospectus under the caption "The Exchange Offer -- Conditions to the
     Exchange Offer."

          3. Any transfer taxes incident to the transfer of Old Notes from the
     holder to Transco will be paid by Transco, except as otherwise provided in
     Instruction 13 of the Letter of Transmittal.


          4. The Exchange Offer expires at 5:00 P.M., New York City time, on
     January 10, 2002, unless the Exchange Offer is extended.


     If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY
AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.


                          INSTRUCTIONS WITH RESPECT TO
                               THE EXCHANGE OFFER

     The undersigned acknowledge(s) receipt of your letter and the enclosed
materials, referred to therein relating to the Exchange Offer made by
Transcontinental Gas Pipe Line Corporation with respect to its Old Notes.

     This will instruct you to tender the Old Notes held by you for the account
of the undersigned, subject to the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal.

     Please tender the Old Notes held by you for my account as indicated below:


        7% Notes due August 15, 2011 $          (Aggregate Principal Amount of
Old Notes)



        [ ] Please do not tender any Old Notes held by you for my account.


        Dated:           , 200_

Signature(s):
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Print Name(s) here:
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(Print Address(es)):
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(Area Code and Telephone Number(s)):
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(Tax Identification or Social Security Number(s)):
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     NONE OF THE OLD NOTES HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED UNLESS
WE RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC CONTRARY
INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON SHALL
CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE OLD NOTES HELD BY US FOR YOUR
ACCOUNT.

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