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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