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 28, 2008

TRANSCONTINENTAL GAS PIPE LINE CORPORATION

(Exact name of registrant as specified in its charter)

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

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

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 August 28, 2008, Transcontinental Gas Pipe Line Corporation (the “Company”) announced that it is offering to exchange all of its outstanding 6.05% Senior Notes due 2018 for newly registered 6.05% Senior Notes due 2018. 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. A copy of the Company’s press release announcing the same is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (a) None

     (b) None

     (c) None

     (d) Exhibits.

Exhibit Number	Description
Exhibit 99.1	Press release dated August 28, 2008.

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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/ La Fleur C. Browne
Name:	La Fleur C. Browne
Title:	Assistant General Counsel and Corporate Secretary

Dated: August 28, 2008

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INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press release dated August 28, 2008.

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EX-99.1

Exhibit 99.1

News Release

NYSE: WMB

Date:           Aug. 28, 2008

Northwest Pipeline and Transco Commence Exchange Offers

     TULSA, Okla. – Northwest Pipeline GP, a majority owned subsidiary of Williams (NYSE: WMB), and Transcontinental Gas Pipe Line Corp., a wholly owned subsidiary of Williams, today announced the commencement of exchange offers with respect to certain of their outstanding notes.

     Northwest offered to exchange all of its privately placed outstanding 6.05-percent senior notes due 2018 for newly registered 6.05-percent senior notes due 2018.

     Transco also offered to exchange all of its privately placed outstanding 6.05-percent senior notes due 2018 for newly registered 6.05-percent senior notes due 2018.

     The terms of the registered senior notes to be issued in the exchange offers are substantially identical to the terms of the outstanding senior notes, except that provisions relating to transfer restrictions, registration rights and additional interest will not apply to the exchange notes. 

     The exchange offers, which are required by the registration rights agreements for the outstanding notes, are being made pursuant to prospectuses dated Aug. 28, 2008.  They will expire at 5 p.m. EDT on Sept. 26, 2008, unless extended.

     Copies of the exchange offer prospectuses and related transmittal materials governing the exchange offers can be requested in writing from The Bank of New York Mellon Trust Company, N.A., Corporate Trust Operations, Reorganization Unit, 101 Barclay Street – 7 East, New York, NY 10286; or via phone at (212) 815-3738.

     This press release does not constitute an offer to sell or solicitation of an offer to buy such securities.

About Williams (NYSE: WMB)

Williams, through its subsidiaries, finds, produces, gathers, processes and transports natural gas.  Williams’ operations are concentrated in the Pacific Northwest, Rocky Mountains, Gulf Coast, and Eastern Seaboard. More information is available at http://www.williams.com. Go to http://www.b2i.us/irpass.asp?BzID=630&to=ea&s=0 to join our e-mail list.

Contact:	Jeff Pounds
	Williams (media relations)
	(918) 573-3332

Sharna Reingold

Williams (investor relations)

(918) 573-2078

# # #

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.