UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D. C.  20549
                            FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended March 31, 1997

                               OR

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the transition period from __________ to ___________

     Commission file number 1-4169

               TEXAS GAS TRANSMISSION CORPORATION
     (Exact name of registrant as specified in its charter)

           Delaware                        61-0405152
     (State or other jurisdiction of     (I.R.S. Employer
     incorporation or organization)     Identification No.)


      3800 Frederica Street, Owensboro, Kentucky       42301
     (Address of principal executive offices)        (Zip Code)

 Registrant's telephone number, including area code: (502) 926-8686


Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes  X    No_

Indicate the number of shares outstanding of each of the issuer's
classes  of  common  stock,  as of the latest  practicable  date.
1,000 shares as of May 9, 1997

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS
H(1)(a)  and (b) OF FORM 10-Q AND IS THEREFORE FILING  THIS  FORM
WITH THE REDUCED DISCLOSURE FORMAT.
<PAGE>
        TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY

                              INDEX



                                                        Page
                                                       Number

Part I.  Financial Information

Item 1.  Financial Statements...........................    3

Consolidated Balance Sheets at
  March 31, 1997 and December 31, 1996..................  3-4

Consolidated Statements of Income
  Three Months Ended March 31, 1997 and 1996............    5

Consolidated Statements of Cash Flows
  Three Months Ended March 31, 1997 and 1996............    6

Condensed Notes to Consolidated Financial Statements.... 7-10

Item 2.  Management's Narrative Analysis of
         the Results of Operations......................11-12

Part II.  Other Information

Item 6.Exhibits and Reports on Form 8-K ................   13

Signatures..............................................   14
<PAGE>
                   PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

        TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
                                
                   CONSOLIDATED BALANCE SHEETS
                     (Thousands of Dollars)
                           (Unaudited)
<TABLE>
<CAPTION>
                                               March 31,     December 31,
                    ASSETS                       1997           1996
<S>                                         <C>             <C>
Current Assets:
 Cash and temporary cash investments         $      725      $      115
 Receivables:
   Trade                                          6,792           8,415
   Affiliates                                     1,216           1,409
   Other                                          1,489           1,418
 Advances to affiliates                         139,021         147,144
 Transportation and exchange gas receivable         866             718
 Costs recoverable from customers:
   Gas supply realignment                         4,339           8,640
   Other                                         16,590          17,980
 Inventories                                     15,364          15,081
 Deferred income taxes                            6,762           4,945
 Gas stored underground                          11,115          11,115
 Other                                              791           1,311
   Total current assets                         205,070         218,291

Advances to Affiliates                           25,000          25,000

Investments, at Cost                              1,336           1,339

Property, Plant and Equipment:
 Natural gas transmission plant, at cost        966,948         958,896
 Less -- Accumulated depreciation and
   amortization                                  74,632          65,265
   Property, plant and equipment, net           892,316         893,631

Other Assets:
 Gas stored underground                         103,531         100,709
 Costs recoverable from customers                51,169          54,817
 Other                                           15,007          13,313
   Total other assets                           169,707         168,839

   Total Assets                              $1,293,429      $1,307,100
</TABLE>                                
      The accompanying condensed notes are an integral part of these
               consolidated financial statements.
<PAGE>

        TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
                                
                   CONSOLIDATED BALANCE SHEETS
                     (Thousands of Dollars)
                           (Unaudited)
                                
<TABLE>
<CAPTION>
                                              March 31,      December 31,
                                                1997            1996
<S>                                         <C>             <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
 Payables:
   Trade                                     $    3,584      $    4,850
   Affiliates                                    25,841          41,954
   Other                                          5,101           9,252
 Transportation and exchange gas payable          2,524           3,306
 Accrued liabilities                             81,808          68,784
 Accrued gas supply realignment costs             3,833           3,833
 Costs refundable to customers                    1,103           1,626
   Total current liabilities                    123,794         133,605

Long-Term Debt                                  253,110         253,611

Other Liabilities and Deferred Credits:
 Deferred income taxes                          145,920         143,288
 Postretirement benefits other than pensions     41,761          43,765
 Other                                           45,136          47,951
   Total other liabilities and
     deferred credits                           232,817         235,004

Contingent Liabilities and Commitments             -               -

Stockholder's Equity:
 Common stock, $1.00 par value, 1,000 shares
   authorized, issued and outstanding                 1               1
 Premium on capital stock and other paid-in
   capital                                      674,146         678,146
 Retained earnings                                9,561           6,733
   Total stockholder's equity                   683,708         684,880

   Total Liabilities and
     Stockholder's Equity                    $1,293,429      $1,307,100

</TABLE>

      The accompanying condensed notes are an integral part of these
                   consolidated financial statements.
<PAGE>
        TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
                                
                CONSOLIDATED STATEMENTS OF INCOME
                     (Thousands of Dollars)
                           (Unaudited)

<TABLE>
<CAPTION>
                                           Three Months Ended March 31,
                                              1997           1996
<S>                                        <C>            <C>
Operating Revenues:
 Gas sales                                  $ 10,720       $ 21,772
 Gas transportation                           96,390        100,695
 Other                                           829            503
   Total operating revenues                  107,939        122,970

Operating Costs and Expenses:
 Cost of gas sold                             10,789         21,786
 Cost of gas transportation                   10,459         16,602
 Operation and maintenance                    14,333         13,686
 Administrative and general                   15,214         16,193
 Depreciation and amortization                10,518         10,730
 Taxes other than income taxes                 4,191          3,911
   Total operating costs and expenses         65,504         82,908

Operating Income                              42,435         40,062

Other (Income) Deductions:
 Interest expense                              5,015          5,316
 Interest income                              (2,359)        (3,553)
 Miscellaneous other (income) deductions         (61)           300
   Total other deductions                      2,595          2,063

Income Before Income Taxes                    39,840         37,999

Provision for Income Taxes                    15,850         15,057

Net Income                                  $ 23,990       $ 22,942                                
                                
</TABLE>

 The accompanying condensed notes are an integral part of these
               consolidated financial statements.
<PAGE>

        TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Thousands of Dollars)
                           (Unaudited)
<TABLE>
<CAPTION>

                                           Three Months Ended March 31,
                                               1997           1996
<S>                                        <C>             <C>
OPERATING ACTIVITIES:
 Net income                                 $ 23,990        $ 22,942
 Adjustments to reconcile to cash 
  provided from operations:
   Depreciation and depletion                 10,518          10,730
   Provision for deferred income taxes           816           9,589
   Changes in receivables sold                  (400)            400
   Changes in receivables                      1,804           2,422
   Changes in inventories                       (283)           (145)
   Changes in other current assets             7,755           8,531
   Changes in accounts payable                (5,417)        (14,302)
   Changes in accrued liabilities             11,700          (4,176)
   Other, including changes in noncurrent
     assets and liabilities                  (23,542)            838
       Net cash provided by operating
         activities                           26,941          36,829

FINANCING ACTIVITIES:
 Dividends and returns of capital            (25,162)        (20,000)
   Net cash (used in) financing activities   (25,162)        (20,000)

INVESTING ACTIVITIES:
 Property, plant and equipment:
   Capital expenditures, net of AFUDC         (9,451)         (4,443)
   Proceeds from sales and salvage values,
     net of costs of removal                     159             (11)
 Advances to affiliates, net                   8,123         (12,041)
        Net cash (used in) investing
          activities                          (1,169)        (16,495)

Increase in Cash and Cash Equivalents            610             334

Cash and Cash Equivalents at Beginning
  of Period                                      115             206

Cash and Cash Equivalents at End of Period  $    725        $    540

Supplemental Disclosure of Cash Flow Information:
 Cash paid during the period for:
   Interest (net of amount capitalized)     $  4,607        $  4,752
   Income taxes, net                           2,827           5,414
                                
</TABLE>                                                                
                                
 The accompanying condensed notes are an integral part of these
               consolidated financial statements.
<PAGE>
        TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
      CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)
                                

A.  Corporate Structure and Control, Nature of Operations and
    Basis of Presentation

 Corporate Structure and Control

    Texas  Gas  Transmission Corporation  and  its  wholly  owned
subsidiary, TGT Enterprises, Inc., (collectively, the Company) is
a  wholly  owned  subsidiary  of  The  Williams  Companies,  Inc.
(Williams).  As used herein, the term the Company refers to Texas
Gas  Transmission  Corporation together  with  its  wholly  owned
subsidiary;  and  the  term  Williams  refers  to  The   Williams
Companies,  Inc.  together  with its wholly  owned  subsidiaries,
unless the context otherwise requires.

 Seasonal Variation

    Operating income may vary by quarter.  Based on current  rate
structure, the Company experiences higher operating income in the
first  and  fourth quarters as compared to the second  and  third
quarters.

  Basis of Presentation

    The consolidated financial statements have been prepared from
the  books and records of the Company without audit, pursuant  to
the   rules  and  regulations  of  the  Securities  and  Exchange
Commission.    Certain   information  and  footnote   disclosures
normally  included in consolidated financial statements  prepared
in  accordance with generally accepted accounting principles have
been   condensed   or   omitted.   The   accompanying   unaudited
consolidated  financial statements include all adjustments,  both
normal  recurring  and  others, which,  in  the  opinion  of  the
Company's  management,  are  necessary  to  present  fairly   its
financial  position at March 31, 1997, and results of  operations
and  cash  flows for the three months ended March  31,  1997  and
1996.  These consolidated financial statements should be read  in
conjunction  with  the financial statements,  notes  thereto  and
management's  narrative analysis contained in the Company's  1996
Annual Report on Form 10-K.

    The  Company  was  acquired  in 1995  by  Williams,  and  the
acquisition  was  accounted  for using  the  purchase  method  of
accounting.  Accordingly, an allocation of the purchase price was
assigned  to the assets and liabilities of the Company, based  on
their   estimated  fair  values.  The  accompanying  consolidated
financial  statements reflect the pushdown of the purchase  price
allocation  (amounts  in excess of book value)  to  the  Company.
Included in property, plant and equipment at March 31, 1997 is an
aggregate  of  approximately $430 million related to  amounts  in
excess  of  the  original cost of the regulated facilities  as  a
result  of the Williams' and prior acquisitions.  This amount  is
being  amortized  over 40 years, the estimated  useful  lives  of
these  assets  at  the date of acquisition, at approximately  $11
million  per year.  Current Federal Energy Regulatory  Commission
(FERC) policy does not permit the Company to recover through  its
rates amounts in excess of original cost.
<PAGE>
   Certain reclassifications have been made in the 1996 financial
statements to conform to the 1997 presentation.

B.  Contingent Liabilities and Commitments

  Regulatory and Rate Matters and Related Litigation

   FERC Order 636

    Effective  November  1,  1993, the Company  restructured  its
business  to  implement the provisions of FERC Order 636,  which,
among other things, required pipelines to unbundle their merchant
role  from  their transportation services.  FERC Order  636  also
provides  that  pipelines should be allowed  the  opportunity  to
recover  all prudently incurred transition costs which,  for  the
Company,  are  primarily related to Gas Supply Realignment  (GSR)
costs  and  unrecovered purchased gas costs.  Certain aspects  of
the Company's FERC Order 636 restructuring are under appeal.

    On  July 16, 1996, the United States Court of Appeals for the
District  of Columbia issued an order which in part affirmed  and
in  part  remanded FERC Order 636.  On February  27,  1997,  FERC
issued  Order  636-C in response to the court's remand  affirming
that  pipelines may recover all of their GSR costs, but requiring
pipelines to individually propose the percentage of such costs to
be allocated to interruptible transportation services, instead of
a  uniform  10  percent allocation.  However, the  Company's  GSR
settlement, discussed below, is not subject to appeal and  should
be  unaffected  by  this  Order.  The  Order  also  prospectively
relaxed  the  eligibility  requirements for  receiving  no-notice
service  and  reduced the right of first refusal matching  period
from  20  years to five years.  FERC Order 636-C is still subject
to potential rehearing at the FERC.

    In  September 1995, the Company received FERC approval  of  a
settlement  agreement  which resolves all  issues  regarding  the
Company's  recovery of GSR costs.  The settlement  provides  that
the  Company will recover 100 percent of its GSR costs up to  $50
million, will share in costs incurred between $50 million and $80
million  and will absorb any GSR costs above $80 million.   Under
the settlement, all challenges to these costs, on the grounds  of
imprudence  or  otherwise,  will  be  withdrawn  and  no   future
challenges will be filed.  Ninety percent of the cost recovery is
being  collected  via  demand surcharges on  the  Company's  firm
transportation  rates;  the  remaining  10  percent   should   be
recovered from its interruptible transportation service.

   Through March 31, 1997, the Company has paid $76.2 million and
expects  to  pay  no  more  than $80.0  million  for  GSR  costs,
primarily as a result of contract terminations.  The Company  has
recovered  approximately $62.9 million,  plus  interest,  in  GSR
costs  and has recorded a regulatory asset of approximately  $4.3
million for the estimated future recovery of its GSR costs,  most
of  which will be collected from customers prior to December  31,
1997.

   General Rate Issues

    On  April  30,  1997, the Company filed a general  rate  case
(Docket  No. RP97-344) which will be effective November 1,  1997,
<PAGE>
subject  to  refund.   This new rate case  reflects  a  requested
annual revenue increase of approximately $70.9 million, based  on
filed  rates, primarily attributable to increases in the  utility
rate  base,  operating expenses and rate of  return  and  related
taxes.

1  Royalty Claims and Producer Litigation

    In  connection  with the Company's renegotiations  of  supply
contracts  with  producers  to  resolve  take-or-pay  and   other
contract claims, the Company has entered into certain settlements
which  may require the indemnification by the Company of  certain
claims for royalties which a producer may be required to pay as a
result  of such settlements.  The Company has been made aware  of
demands  on  producers for additional royalties and  may  receive
other  demands which could result in claims against  the  Company
pursuant  to  the  indemnification provision in its  settlements.
Indemnification for royalties will depend on, among other things,
the specific lease provisions between the producer and the lessor
and  the  terms  of the settlement between the producer  and  the
Company.  The Company may file to recover 75 percent of any  such
amounts  it  may  be required to pay pursuant to indemnifications
for  royalties  under  the provisions of  FERC  Order  528.   The
Company has provided reserves for the estimated settlement  costs
of its royalty claims and litigation.

   Other Litigation

    On July 18, 1996, an individual filed a lawsuit in the United
States District Court for the District of Columbia (D.C. District
Court)  against 70 natural gas pipelines and other gas purchasers
or  former gas purchasers.  All of Williams' natural gas pipeline
subsidiaries, including the Company, were named as defendants  in
the  lawsuit.   The plaintiff claimed, on behalf  of  the  United
States  under  the  False  Claims Act, that  the  pipelines  have
incorrectly measured the heating value or volume of gas purchased
by  the defendants.  The plaintiff claimed that the United States
had  lost  royalty payments as a result of these practices.   The
D.C.   District  Court  recently  dismissed  the  claims  against
Williams'  natural  gas  pipeline  subsidiaries,  including   the
Company, and most of the other defendants.

   Environmental Matters

     As  of  March  31,  1997,  the  Company  had  a  reserve  of
approximately  $4  million for estimated  costs  associated  with
environmental assessment and remediation.  This estimate  depends
upon  a number of assumptions concerning the scope of remediation
that  will  be  required at certain locations  and  the  cost  of
remedial measures to be undertaken.  The Company is continuing to
conduct  environmental assessments and is implementing a  variety
of remedial measures that may result in increases or decreases in
the total estimated costs.

    The  Company used lubricating oils containing polychlorinated
biphenyls  (PCBs)  and,     although the use  of  such  oils  was
discontinued   in  the  1970's,  has  discovered   residual   PCB
contamination  in equipment and soils at certain  gas  compressor
station sites.  The Company continues to work closely with the U.
S.  Environmental  Protection Agency (EPA) and  state  regulatory
authorities regarding PCB issues and has programs to  assess  and
remediate  such conditions where they exist, the costs  of  which
are a significant portion of the reserve discussed above.
<PAGE>
    The  Company  currently  is either  named  as  a  potentially
responsible   party  or  has  received  an  information   request
regarding  its  potential involvement at  certain  Superfund  and
state  waste disposal sites.  The anticipated remediation  costs,
if  any,  associated with these sites have been included  in  the
reserve discussed above.

   The Company considers environmental assessment and remediation
costs  and  costs  associated with compliance with  environmental
standards  to be recoverable through rates, as they  are  prudent
costs  incurred in the ordinary course of business.   The  actual
costs  incurred will depend on the actual amount  and  extent  of
contamination discovered, the final cleanup standards mandated by
the  EPA  or  other governmental authorities, and other  factors.
The  Company's current rate design incorporates the  recovery  of
anticipated  environmental costs, and it is the Company's  intent
to  continue  seeking  recovery of such  costs,  as  anticipated,
through  rate  filings.  Therefore, the estimated  recoveries  of
environmental assessment and remediation costs have been recorded
as regulatory assets in the accompanying balance sheets.

   Summary of Contingent Liabilities and Commitments

   While no assurances may be given, the Company does not believe
that the ultimate resolution of the foregoing matters, taken as a
whole  and  after  consideration of  amounts  accrued,  insurance
coverage,   potential   recovery   from   customers   or    other
indemnification  arrangements, will  have  a  materially  adverse
effect  on  the Company's future financial position,  results  of
operations or cash flow requirements.


C.  Adoption of Accounting Standard

    The  Financial Accounting Standards Board (FASB)  has  issued
Statement  of  Financial  Accounting Standards  (SFAS)  No.  125,
"Accounting for Transfers and Servicing of Financial  Assets  and
Extinguishments  of  Liabilities,"  effective  for   transactions
occurring after December 31, 1996.  The adoption of this standard
has  not  had  a  material  impact  on  the  Company's  financial
position, results of operations, or cash flow requirements.

<PAGE>
Item  2.   Management's  Narrative Analysis  of  the  Results  of
Operations
               (Filed Pursuant to General Instruction H)

                          Introduction

    As  discussed in Note A, the Company was acquired in 1995  by
Williams,  at  which  date the effects of  the  acquisition  were
pushed down and recorded on the books and records of the Company.
The  financial analysis presented below represents  a  pro  forma
comparison  of the full first quarters of the current  and  prior
years.


                Financial Analysis of Operations
          Three Months Ended March 31, 1997 Compared to
                Three Months Ended March 31, 1996


    Operating  income was $2 million higher for the three  months
ended  March 31, 1997, than for the three months ended March  31,
1996.   The  increase in operating income was  due  primarily  to
favorable  resolutions  in  1997 of certain  contractual  issues,
partially  offset by a 1996 adjustment to rate refund.   Compared
to 1996, net income was $1 million higher due to the same reasons
discussed  above,  partially  offset  by  an  increase  in  other
deductions and income taxes.

     Operating   revenues   decreased   $15   million   primarily
attributable  to lower gas transportation costs  charged  to  the
Company by others and passed through to customers as provided  in
the  Company's rates. Total deliveries were 226.2 Tbtu and  251.1
Tbtu  for the first quarter of 1997 and 1996, respectively.   The
decrease  of 24.9 Tbtu was due primarily to a warmer 1997  winter
heating  season, which, to a lesser extent, also  contributed  to
decreased  revenues.   As  discussed  in  Note  B,  "Summary   of
Significant  Accounting Policies," of the Company's  1996  Annual
Report  on  Form 10-K, the Company's gas sales have no impact  on
the results of operations.

       Operating   expenses  decreased  $17   million   primarily
attributable  to lower costs of gas sold and lower  cost  of  gas
transportation both of which are passed through to customers.

                                
                Financial Condition and Liquidity

    Williams  intends  to maintain and expand the  existing  core
business  of  the  Company and to promptly  pursue  new  business
opportunities made available to the Company.  Through the  years,
the  Company  has consistently maintained its financial  strength
and  experienced strong operational results.  Williams' ownership
of  the  Company  further enhances its financial and  operational
strength, as well as allows the Company to take advantage of  new
opportunities  for growth.  The Company expects to access  public
and  private  capital markets, as needed, to finance its  capital
requirements.

    The Company is a participant with other Williams subsidiaries
in  a  $1  billion credit agreement under which the  Company  may
<PAGE>
borrow  up  to  $200  million, subject  to  borrowings  by  other
affiliated  companies.  Interest rates vary with  current  market
conditions.   To date, the Company has had no amounts outstanding
under this facility.

    For  financial statement reporting purposes, a  $100  million
current  debt obligation has been classified as noncurrent  based
on  the  Company's intent and ability to refinance on a long-term
basis.  Although the amount available under the $1 billion credit
agreement  is  sufficient  to meet this obligation,  the  Company
plans  to  issue new long-term debt by July 15, 1997, to  replace
its maturing debt.

    The  Company  is  a participant in Williams' cash  management
program.    The   advances  due  the  Company  by  Williams   are
represented  by  demand  notes payable. Those  amounts  that  the
Company anticipates Williams will repay in the next twelve months
are  classified  as  current  assets,  while  the  remainder  are
classified  as  noncurrent.  The interest  rate  on  intercompany
demand  notes is the London Interbank Offered Rate on  the  first
day of the month plus 0.35%.

    The  FASB  has issued SFAS No. 125, "Accounting for Transfers
and   Servicing  of  Financial  Assets  and  Extinguishments   of
Liabilities," effective for transactions occurring after December
31,  1996.  The adoption of this standard has not had a  material
impact   on   the  Company's  financial  position,   results   of
operations, or cash flow requirements.

    The Company's capital expenditures for the first three months
of  1997  and  1996 were $9 million and $4 million, respectively.
Capital  expenditures for 1997 are expected  to  approximate  $66
million.    The   Company's  debt  as  a  percentage   of   total
capitalization at March 31, 1997 and December 31, 1996 was 27.0%.

    On  April  30,  1997, the Company filed a general  rate  case
(Docket  No. RP97-344) which will be effective November 1,  1997,
subject  to  refund.   This new rate case  reflects  a  requested
annual revenue increase of approximately $70.9 million, based  on
filed  rates, primarily attributable to increases in the  utility
rate  base,  operating expenses and rate of  return  and  related
taxes.


<PAGE>


                   PART II - OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits
               
            None

        (b) Reports on Form 8-K

            None







<PAGE>



                       S I G N A T U R E S


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 thereunto duly authorized.

                          TEXAS GAS TRANSMISSION CORPORATION



DATE:  May 12, 1997       BY:  /s/ G. D. Lauderdale

                                G. D. Lauderdale
                             Senior Vice President
                              and General Manager


DATE:  May 12, 1997       BY:  /s/ E. J. Ralph

                                 E. J. Ralph
                          Vice President, Treasurer,
                     Controller, and Assistant Secretary