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): October 10, 2006

TRANSCONTINENTAL GAS PIPE LINE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		74-1079400
(State or other jurisdiction of incorporation)	001-07584 (Commission File Number)	(I.R.S. Employer Identification No.)

2800 Post Oak Boulevard
Houston, Texas (Address of principal	77056
executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 215-2000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing 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 7.01. Regulation FD Disclosure

     On October 10, 2006, Transcontinental Gas Pipe Line Corporation (the “Company”) announced the expiration of its offer to exchange all of its outstanding 6.40% Senior Notes due 2016 for newly registered 6.40% Senior Notes due 2016. One hundred percent of the outstanding notes were tendered for exchange. The terms of the new notes are substantially similar to the terms of the outstanding notes, except that the new notes will be registered under the Securities Act of 1933, as amended. A copy of the Company’s press release announcing the same is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press release dated October 10, 2006.

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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 CORPORATION
By:	/s/ Brian K. Shore
Name:	Brian K. Shore
Title:	Corporate Secretary

Dated: October 12, 2006

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated October 10, 2006

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EX-99.1

Exhibit 99.1

NYSE: WMB

Date:           Oct. 10, 2006

Northwest Pipeline and Transco Announce Expiration of Exchange Offers

      TULSA, Okla. — Northwest Pipeline Corp. and Transcontinental Gas Pipe Line Corp., subsidiaries of The Williams Companies, Inc. (NYSE:WMB), today announced the expiration at 5 p.m. Eastern of exchange offers for certain of their outstanding notes.

      Northwest exchanged approximately 100 percent of its privately placed outstanding 7 percent senior notes due 2016 for newly registered 7 percent senior notes due 2016.

      Transco exchanged approximately 100 percent of its privately placed outstanding 6.4 percent senior notes due 2016 for newly registered 6.4 percent senior notes due 2016.

      The terms of the new notes are substantially identical to the terms of the outstanding notes, except that the new notes will be registered under the Securities Act of 1933, as amended. The exchange offers were required by the registration rights agreements for the outstanding notes.

About Williams (NYSE:WMB)
Williams, through its subsidiaries, primarily finds, produces, gathers, processes and transports natural gas. The company also manages a wholesale power business. Williams’ operations are concentrated in the Pacific Northwest, Rocky Mountains, Gulf Coast, Southern California and Eastern Seaboard. More information is at www.williams.com.

Contact: Kelly Swan
Williams (media relations)
(918) 573-6932
 
Sharna Reingold
Williams (investor relations)
(918) 573-2078

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Portions of this document may constitute “forward-looking statements” as defined by federal law. Although the company 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 the company’s annual reports filed with the Securities and Exchange Commission.