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, 2002

                                       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: (270) 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, 2002
                                                  ------------------------------

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

                                TABLE OF CONTENTS



                                                                           PAGE

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

          Balance Sheets - Assets ......................................... 3

          Balance Sheets - Liabilities and Stockholder's Equity         ... 4

          Statements of Income............................................. 5

          Statements of Cash Flows  ....................................... 6

          Condensed Notes to Financial Statements            .............. 7

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


                           PART II. OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K................................ .14

SIGNATURE...................................................................15






Certain  matters  discussed in this report,  excluding  historical  information,
include forward-looking statements.  Although Texas Gas Transmission Corporation
believes such forward-looking statements are based on reasonable assumptions, no
assurance can be given that every  objective will be achieved.  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 Texas Gas  Transmission
Corporation's 2001 Annual Report on Form 10-K.


<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.      FINANCIAL STATEMENTS

                       TEXAS GAS TRANSMISSION CORPORATION

                                 BALANCE SHEETS
                             (THOUSANDS OF DOLLARS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                     MARCH 31,            DECEMBER 31,
                       ASSETS                                          2002                     2001
                                                               --------------------      -------------------
<S>                                                            <C>                        <C>
Current Assets:
    Cash and cash equivalents                                  $       -                  $            86
    Receivables:
       Accounts receivable - TGT Enterprises, Inc.                     13,706                       7,003
       Other affiliates                                                 4,184                         278
       Other                                                            1,515                       1,470
    Gas Receivables:
       Transportation and exchange                                      3,846                       1,627
       Storage                                                          1,515                      -
    Advances to affiliates                                             26,658                      66,299
    Inventories                                                        14,287                      13,950
    Deferred income taxes                                              15,627                      20,492
    Costs recoverable from customers                                   19,221                      17,261
    Gas stored underground                                              3,486                       3,486
    Prepaid and other expenses                                            979                       1,551
                                                               --------------             ---------------
       Total current assets                                           105,024                     133,503
                                                               --------------             ---------------

Property, Plant and Equipment, at cost:
    Natural gas transmission plant                                  1,108,285                   1,096,620
    Other natural gas plant                                           170,890                     167,137
                                                               --------------             ---------------
                                                                    1,279,175                   1,263,757
    Less -- Accumulated depreciation and amortization                 208,213                     202,479
                                                               --------------             ---------------
       Property, plant and equipment, net                           1,070,962                   1,061,278
                                                               --------------             ---------------

Other Assets:
    Gas stored underground                                            115,376                     118,883
    Costs recoverable from customers                                   36,523                      37,641
    Prepaid pension                                                    35,952                      35,612
    Other                                                              11,059                       9,602
                                                               --------------             ---------------
       Total other assets                                             198,910                     201,738
                                                               --------------             ---------------

       Total Assets                                            $    1,374,896             $     1,396,519
                                                               ==============             ===============



The  accompanying  condensed  notes are an integral part of these financial statements.

</TABLE>

<PAGE>



                       TEXAS GAS TRANSMISSION CORPORATION

                                 BALANCE SHEETS
                             (THOUSANDS OF DOLLARS,
                             EXCEPT FOR SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      MARCH 31,            DECEMBER 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                                   2002                   2001
                                                                 ---------------------    ------------------
<S>                                                            <C>                        <C>
Current Liabilities:
    Payables:
       Trade                                                   $        2,703             $         5,685
       Affiliates                                                       6,231                      32,822
       Other                                                            2,009                      10,139
    Gas Payables:
       Transportation and exchange                                     24,570                      15,437
       Storage                                                          9,471                      16,005
    Accrued income taxes due affiliate                                  4,389                      18,915
    Accrued taxes other                                                11,695                      11,708
    Accrued interest                                                    1,510                       6,557

    Accrued payroll and employee benefits                              29,517                      34,732
    Other accrued liabilities                                          10,132                       9,105
    Reserve for regulatory and rate matters                            35,023                      31,107
                                                               --------------             ---------------
       Total current liabilities                                      137,250                     192,212
                                                               --------------             ---------------

Long-Term Debt                                                        250,079                     250,174
                                                               --------------             ---------------

Other Liabilities and Deferred Credits:
    Deferred income taxes                                             184,488                     172,892
    Postretirement benefits other than pensions                        28,520                      30,101
    Pension plan costs                                                 35,952                      35,612
    Other                                                              29,775                      29,948
                                                               --------------             ---------------
       Total other liabilities and deferred credits                   278,735                     268,553
                                                               --------------             ---------------

Commitments and Contingencies

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                630,608                     630,608
    Retained earnings                                                  78,223                      54,971
                                                               --------------             ---------------
       Total stockholder's equity                                     708,832                     685,580
                                                               --------------             ---------------

       Total Liabilities and Stockholder's Equity              $    1,374,896             $     1,396,519
                                                               ==============             ===============



               The  accompanying  condensed  notes are an integral part of these financial statements.

</TABLE>

<PAGE>


                       TEXAS GAS TRANSMISSION CORPORATION

                              STATEMENTS OF INCOME
                             (THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                                       THREE MONTHS ENDED MARCH 31,
                                                                            2002                          2001
                                                                       -------------                 -------------

<S>                                                                    <C>                    <C>
Operating Revenues:
    Gas transportation                                                 $    78,456            $    84,287
    Gas storage                                                                775                    577
    Other                                                                      974                  1,347
                                                                       -----------            -----------
      Total operating revenues                                              80,205                 86,211
                                                                       -----------            -----------

Operating Costs and Expenses:
    Cost of gas transportation                                               1,173                  1,203
    Operation and maintenance                                                9,196                 12,512
    Administrative and general                                              12,550                 12,520
    Depreciation and amortization                                           11,220                 11,419
    Taxes other than income taxes                                            4,561                  4,413
                                                                       -----------            -----------
      Total operating costs and expenses                                    38,700                 42,067
                                                                       -----------            -----------

Operating Income                                                            41,505                 44,144
                                                                       -----------            -----------

Other (Income) Deductions:
    Interest expense                                                         5,178                  5,365
    Interest income from affiliates                                           (270)                (1,269)
    Gain on sale of equipment                                               (1,323)                -
    Miscellaneous other (income) deductions, net                              (711)                   307
                                                                       ------------           -----------
      Total other deductions                                                 2,874                  4,403
                                                                       -----------            -----------

Income before Income Taxes                                                  38,631                 39,741

Provision for Income Taxes                                                  15,379                 15,769
                                                                       -----------            -----------

Net Income                                                             $    23,252            $    23,972
                                                                       ===========            ===========









               The  accompanying  condensed  notes are an integral part of these financial statements.
</TABLE>



<PAGE>



                       TEXAS GAS TRANSMISSION CORPORATION
                            STATEMENTS OF CASH FLOWS
                             (THOUSANDS OF DOLLARS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED MARCH 31,
                                                                                2002                     2001
                                                                          --------------           -------------- -
<S>                                                                           <C>                  <C>
OPERATING ACTIVITIES:
    Net income                                                                $       23,252       $      23,972
    Adjustments to reconcile to cash (used in) provided
      from operations:
      Depreciation and amortization                                                   11,220              11,419
      Provision for deferred income taxes                                             16,461               4,123
      Gain on sale of equipment                                                       (1,323)                -
      Changes in operating assets and liabilities:
        Receivables                                                                   (3,779)             (1,178)
        Receivable - TGT Enterprises, Inc.                                            (6,703)                -
        Inventories                                                                     (337)                409
        Affiliates                                                                   (28,165)             (3,269)
        Other current assets                                                          (1,388)              1,168
        Accrued income taxes due affiliate                                           (14,526)             (6,306)
        Payables and accrued liabilities                                             (20,093)            (17,503)
        Reserve for regulatory and rate matters                                        3,916              11,597
        Other, including changes in noncurrent assets and liabilities                  1,511               8,391
                                                                              --------------       -------------
            Net cash (used in) provided by operating activities                      (19,954)             32,823
                                                                              --------------       -------------

FINANCING ACTIVITIES:
    Dividends                                                                            -               (25,000)
                                                                              ----------------     -------------
           Net cash used in financing activities                                         -               (25,000)
                                                                              ----------------     -------------
INVESTING ACTIVITIES:
    Property, plant and equipment:
      Capital expenditures, net of allowance for funds used
         during construction                                                         (19,697)             (8,592)
      Costs of removal, net of proceeds from sales and
         salvages value                                                                  (76)               (453)
    Advances to affiliates, net                                                       39,641               1,004
                                                                              --------------       -------------
           Net cash provided by (used in) investing activities                        19,868              (8,041)
                                                                              --------------       -------------

Decrease in cash and cash equivalents                                                    (86)               (218)

Cash and cash equivalents at beginning of period                                          86                 261
                                                                              --------------       -------------

Cash and cash equivalents at end of period                                    $         -          $          43
                                                                              ==============       =============

               The  accompanying  condensed  notes are an integral part of these financial statements.
</TABLE>


<PAGE>


                       TEXAS GAS TRANSMISSION CORPORATION
                     CONDENSED NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


A.  CORPORATE STRUCTURE AND CONTROL AND BASIS OF PRESENTATION

    Corporate Structure and Control

       Texas  Gas  Transmission  Corporation  (Texas  Gas) is  wholly  owned  by
Williams Gas Pipeline Company,  LLC (WGP), which is a wholly owned subsidiary of
The Williams Companies, Inc. (Williams).

    Basis of Presentation

       The financial statements have been prepared from the books and records of
Texas Gas without audit.  Certain information and footnote  disclosures normally
included  in  financial   statements  prepared  in  accordance  with  accounting
principles  generally  accepted  in the United  States  have been  condensed  or
omitted.   The  accompanying   unaudited   financial   statements   include  all
adjustments,  both normal  recurring and others,  which, in the opinion of Texas
Gas' management, are necessary to present fairly its financial position at March
31, 2002,  and results of  operations  and cash flows for the three months ended
March  31,  2002  and  2001.  These  financial  statements  should  be  read  in
conjunction  with the  financial  statements,  notes  thereto  and  management's
narrative analysis contained in Texas Gas' 2001 Annual Report on Form 10-K.

       Certain reclassifications have been made in the 2001 financial statements
to conform to the 2002 presentation.

    Seasonal Variation

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

B.  COMMITMENTS AND CONTINGENCIES

    Regulatory and Rate Matters and Related Litigation

       FERC Order 637

       On  February 9, 2000,  the FERC issued a final rule,  Order 637, in which
FERC adopted certain  policies that it finds are necessary to adjust its current
regulatory model to the needs of the evolving  markets,  but determined that any
fundamental  changes to its regulatory  policy will be considered  after further
study and evaluation of the evolving  marketplace.  Order 637 revises the FERC's
pricing policy to waive, for a two-year  period,  the maximum price ceilings for
<PAGE>

short-term  releases of capacity of less than one year, and permits pipelines to
file  proposals  to  implement  seasonal  rates  for  short-term   services  and
term-differentiated   rates,  subject  to  certain  requirements  including  the
requirement  that a  pipeline  be  limited  to  recovering  its  annual  revenue
requirement  under those  rates.  Texas Gas  submitted  an Order 637  compliance
filing on August 15, 2000,  which  contained pro forma tariff sheets designed to
comply  with  certain  directives  in the order  regarding  the conduct of daily
business  transactions.  A technical  conference  was held on May 24,  2001,  to
initiate  informal  discussions with all parties  regarding Order 637 compliance
for Texas Gas.  Subsequent  to the  conference,  Texas Gas  provided  additional
information and has submitted a draft revised compliance plan to all parties for
discussion.  The parties continue to engage in informal  settlement  discussions
attempting to resolve all  outstanding  issues without a hearing.  Texas Gas has
been notified that  settlement  pro forma tariff sheets must be filed by May 15,
2002.

       General Rate Issues

       On April  28,  2000,  Texas Gas filed a  general  rate case  (Docket  No.
RP00-260) which became effective November 1, 2000, subject to refund.  Texas Gas
proposed  in  this  rate  case  to  implement  value-based,  term-differentiated
seasonal rates for short-term  services effective November 1, 2000, as permitted
by FERC Order 637. On May 31,  2000,  the FERC issued its "Order  Accepting  and
Suspending Tariff Sheets Subject to Refund,  Rejecting Other Tariff Sheets,  and
Establishing Hearing and Settlement  Procedures" and established  administrative
procedures for the case. Although the case was set for hearing,  the hearing was
held in abeyance  pending the filing of  additional  information  related to the
value-based rate proposal for short-term firm transportation  service. Texas Gas
made that  supplemental  filing on June 30, 2000. On October 27, 2000,  the FERC
issued an order on that supplemental filing referring all issues in the case for
hearing. The participants engaged in informal settlement negotiations to attempt
to resolve all issues without a formal  hearing.  On August 14, 2001,  Texas Gas
submitted an offer of settlement  proposing to dispose of all issues outstanding
in  the  proceedings.  Only  one  group  of  participants  (Indicated  Shippers)
protested the settlement.  On September 26, 2001, the  Administrative  Law Judge
severed the Indicated  Shippers,  and  certified  the  settlement to the FERC as
uncontested  for the  remaining  parties.  On March 4, 2002,  the FERC issued an
order  approving the  settlement  and severing the  Indicated  Shippers from the
settlement  provisions.  The Indicated Shippers have requested  rehearing of the
Commission's  order.  Parties  are  awaiting  Commission  action.  Texas Gas has
provided  an adequate  reserve for  amounts,  including  interest,  which may be
refunded to customers.

       Uniform Standards of Conduct for Transmission Providers

       On September  27, 2001,  the FERC issued a Notice of Proposed  Rulemaking
proposing to adopt uniform standards of conduct for transmission providers.  The
proposed rules define transmission providers as interstate natural gas pipelines
and  public  utilities  that  own,  operate  or  control  electric  transmission
facilities.  The proposed  standards  would regulate the conduct of transmission
providers  with their  energy  affiliates.  The FERC  proposes to define  energy
affiliates  broadly to include any transmission  provider affiliate that engages
in or is involved in transmission (gas or electric) transactions,  or manages or
controls  transmission  capacity,  or buys, sells, trades or administers natural
gas or electric energy or engages in financial transactions relating to the sale
or  transmission  of natural gas or  electricity.  Current  rules  regulate  the
conduct of Texas Gas and its natural gas marketing affiliates. If adopted, these
<PAGE>

standards would require  implementation of new compliance measures by Texas Gas.
On April  25,  2002,  the FERC  announced  its  intention  to  convene  a public
conference to discuss issues related to the NOPR.

      Royalty Claims and Producer Litigation

      In connection  with Texas Gas'  renegotiations  of supply  contracts  with
producers  to  resolve  take-or-pay  and other  contract  claims,  Texas Gas has
entered into certain  settlements which may require the indemnification by Texas
Gas of certain claims for royalties which a producer may be required to pay as a
result  of such  settlements.  Texas  Gas has  been  made  aware of  demands  on
producers  for  additional  royalties  and may receive  other demands that could
result in claims against Texas Gas 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 Texas Gas.  Texas Gas has
provided reserves for the estimated settlement costs of other royalty claims and
litigation.

      Environmental Matters

      As of March  31,  2002,  Texas  Gas had a reserve  of  approximately  $1.4
million  for  estimated  costs  associated  with  environmental  assessment  and
remediation,  including  remediation  associated  with  the  historical  use  of
polychlorinated biphenyls and hydrocarbons.  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.  Texas Gas
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.

      Texas Gas 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.

      Texas Gas is also  subject to the federal  Clean Air Act (CAA) and the CAA
Amendments  of 1990  (Amendments)  which  added  significant  provisions  to the
existing federal CAA. The Amendments require the Environmental Protection Agency
(EPA) to promulgate new regulations pertaining to mobile sources,  hazardous air
pollutants, areas of ozone non-attainment, and acid rain. Texas Gas operates one
facility in an area designated as non-attainment  for the current ozone standard
(1 hour standard) and is aware that during 2002 the EPA may designate additional
areas as non-attainment based on implementation of the revised ozone standard (8
hour standard).  Additional areas designated as non-attainment under the revised
standard  may  potentially  impact  Texas  Gas'  operations.   Emission  control
modifications of compression  equipment located at facilities required to comply
with current federal CAA provisions,  the Amendments,  and State  Implementation
Plans for nitrogen oxide (NOx)  reductions are estimated to cost in the range of
$6 million to $14 million by 2005 and will be recorded as additions to property,
plant  and  equipment  as  the  facilities  are  added.  If the  EPA  designates
additional new non-attainment areas which impact Texas Gas' operations, the cost
of additions to property, plant and equipment is expected to increase;  however,
<PAGE>

Texas  Gas is unable at this time to  estimate  with any  certainty  the cost of
additions that may be required.  Moreover,  regulations  pertaining to Hazardous
Air Pollutants  (HAPs) are anticipated to be promulgated  during 2002, which may
require emission controls in addition to the controls mentioned above. Texas Gas
cannot  predict the costs with any  certainty  at this time  resulting  from the
installation  of these  controls.  The  effective  compliance  date for the HAPs
regulations and installation of associated  controls is anticipated to be during
2005;  however, an extension of this date may result due to the delay associated
with promulgating these rules.

      Texas Gas considers environmental assessment, 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.

      Other Legal Issues

      In 1998, the United States  Department of Justice  informed  Williams that
Jack  Grynberg,  an individual,  had filed claims in the United States  District
Court for the District of Colorado  under the False Claims Act against  Williams
and certain of its wholly owned  subsidiaries  including Texas Gas. Mr. Grynberg
has also filed  claims  against  approximately  300 other energy  companies  and
alleges that the defendants violated the False Claims Act in connection with the
measurement  and purchase of  hydrocarbons.  The relief sought is an unspecified
amount  of  royalties  allegedly  not  paid to the  federal  government,  treble
damages,  a civil penalty,  attorneys'  fees,  and costs.  On April 9, 1999, the
United States Department of Justice announced that it was declining to intervene
in any of the Grynberg  qui tam cases,  including  the action filed  against the
Williams  entities  in the United  States  District  Court for the  District  of
Colorado.   On  October  21,  1999,  the  Panel  on  Multi-District   Litigation
transferred  all of the Grynberg qui tam cases,  including  those filed  against
Williams,  to the United States  District  Court for the District of Wyoming for
pre-trial  purposes.  Motions  to  dismiss  the  complaints,  filed  by  various
defendants including Williams were denied by the court on May 18, 2001.

      On May 2, 2000 a flash fire occurred at Texas Gas' Greenville, Mississippi
compressor  station injuring six contract  employees and one Texas Gas employee.
One contract  employee died while in the  hospital.  A lawsuit was filed against
Texas Gas on behalf of the deceased contract employee and several other contract
employees that were injured;  however,  damages were not specified. On October 4
and 5, 2001 a mediation was held  involving  Texas Gas, its  insurance  carriers
(through  its  contractor   Bluewater   Construction  Inc.   (Bluewater)),   and
Plaintiffs.  Settlement  was reached with all  plaintiffs  except one. The trial
involving  that  plaintiff  was  scheduled  for  November 5, 2001,  but has been
postponed to allow further discovery and mediation, until an as yet undetermined
date.

      On June 8,  2001,  14  Williams  entities  were named as  defendants  in a
nationwide class action lawsuit which has been pending against other defendants,
generally  pipeline  and  gathering  companies,  for  more  than one  year.  The
plaintiffs allege that the defendants,  including the Williams defendants,  have
engaged in mismeasurement techniques that distort the heating content of natural
gas, resulting in an alleged  underpayment of royalties to the class of producer
plaintiffs.  In September 2001, the plaintiffs  voluntarily dismissed two of the
<PAGE>

14 Williams  entities  named as  defendants  in the lawsuit.  In November  2001,
Williams,  along with other Coordinating  Defendants,  filed a motion to dismiss
under Rules 9b and 12b of the Kansas Rules of Civil Procedure.  In January 2002,
most of the Williams defendants,  along with a group of Coordinating Defendants,
filed a motion to dismiss for lack of personal  jurisdiction.  The court has not
yet ruled on these motions.  In the next several months,  the Williams  entities
will join with other  defendants  in contesting  certification  of the plaintiff
class.

      Summary of Commitments and Contingencies

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

C.  ADOPTION OF ACCOUNTING STANDARDS

      In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations"  and
SFAS No. 142,  "Goodwill and Other Intangible  Assets." SFAS No. 141 establishes
accounting and reporting  standards for business  combinations  and requires all
business  combinations to be accounted for by the purchase method. The statement
is effective for all business  combinations  initiated  after June 30, 2001, and
any business combinations  accounted for using the purchase method for which the
date of acquisition is July 1, 2001, or later. SFAS No. 142 addresses accounting
and reporting  standards for goodwill and other  intangible  assets.  Under this
statement,  goodwill and intangible  assets with indefinite useful lives will no
longer be amortized,  but will be tested annually for impairment.  The statement
becomes  effective  for all fiscal  years  beginning  after  December  15, 2001.
Adoption of these standards did not have a material impact on Texas Gas' results
of operations or financial position.








<PAGE>


ITEM 2.  MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS
                  (FILED PURSUANT TO GENERAL INSTRUCTION H)


                        FINANCIAL ANALYSIS OF OPERATIONS
                  THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO
                        THREE MONTHS ENDED MARCH 31, 2001

      Operating  income was $2.6 million  lower for the three months ended March
31,  2002,  than for the three  months  ended March 31,  2001.  The  decrease in
operating income was due primarily to lower operating revenues, partially offset
by lower operation and maintenance costs.

      Operating revenues decreased $6.0 million primarily  attributable to lower
transportation  revenues  resulting  from lower volumes due to a warmer  winter.
Total  deliveries  were 199.7 Tbtu and 200.3 Tbtu for the first  quarter of 2002
and 2001,  respectively.  The decrease in throughput was partially  offset by an
increase in transportation volumes to processing plants. In 2001, transportation
volumes to processing plants decreased  dramatically due to the spike in natural
gas prices.  Generally,  transportation  of this gas is for a  relatively  short
distance; therefore, the revenue associated with this transportation is minimal.

      Operating costs and expenses decreased $3.4 million primarily attributable
to lower  operation  and  maintenance  costs of $3.3  million.  The  decrease in
operation and  maintenance  costs was due  primarily to an insurance  settlement
received in 2002 and the timing of the occurrence of these expenses.

      Net income decreased $0.7 million  primarily due to the reasons  discussed
above and a $1.0  million  decrease in interest  income from  affiliates  due to
lower  advances to WGP and lower  interest  rates on these  advances,  partially
offset by a $1.3 million gain on the sale of certain equipment.

                        FINANCIAL CONDITION AND LIQUIDITY

      Texas Gas is a  participant  with other  Williams  subsidiaries  in a $700
million  credit  agreement  under which Texas Gas may borrow up to $200 million,
subject to borrowings by other  affiliated  companies.  Interest rates vary with
current market conditions.  To date, Texas Gas has no amounts  outstanding under
this facility.

      As of March 31,  2002,  Texas Gas has $100  million of shelf  availability
remaining under a Registration  Statement filed with the Securities and Exchange
Commission in 1997.

      As a  participant  in Williams'  cash  management  program,  Texas Gas has
advances  to and/or  from  Williams  through  Texas Gas'  parent  company,  WGP.
Advances are  represented  by demand notes.  The interest  rate on  intercompany
demand notes is the London Interbank  Offered Rate on the first day of the month
plus an  applicable  margin based on the current  Standard and Poor's  Rating of
Texas Gas.
<PAGE>

      Texas Gas expects to access public and private capital markets, as needed,
to finance its own capital requirements.

      Texas Gas,  through a wholly owned  bankruptcy  remote  subsidiary,  sells
certain  trade  accounts  receivable  to a  special  purpose  entity  (SPE) in a
securitization  structure requiring annual renewal. At March 31, 2002, Texas Gas
sold $25.1  million of its accounts  receivable in exchange for $10.0 million in
cash and a subordinated  retained interest in approximately $15.1 million of the
accounts  receivable sold to the SPE. At December 31, 2001, Texas Gas sold $29.0
million of its accounts  receivable  in exchange for $21.0 million in cash and a
subordinated  retained  interest in  approximately  $8.0 million of the accounts
receivable sold to the SPE.

      Texas Gas'  capital  expenditures  for the first three  months of 2002 and
2001 were $19.7 million and $8.6 million, respectively. Capital expenditures for
2002 are expected to approximate $58.0 million.

      Texas Gas' debt as a percentage of total  capitalization at March 31, 2002
and December 31, 2001 was 26.1% and 26.7%, respectively.

      On April  28,  2000,  Texas Gas filed a  general  rate  case  (Docket  No.
RP00-260) which became effective November 1, 2000, subject to refund.  Texas Gas
proposed  in  this  rate  case  to  implement  value-based,  term-differentiated
seasonal rates for short-term  services effective November 1, 2000, as permitted
by FERC Order 637. On May 31,  2000,  the FERC issued its "Order  Accepting  and
Suspending Tariff Sheets Subject to Refund,  Rejecting Other Tariff Sheets,  and
Establishing Hearing and Settlement  Procedures" and established  administrative
procedures for the case. Although the case was set for hearing,  the hearing was
held in abeyance  pending the filing of  additional  information  related to the
value-based rate proposal for short-term firm transportation  service. Texas Gas
made that  supplemental  filing on June 30, 2000. On October 27, 2000,  the FERC
issued an order on that supplemental filing referring all issues in the case for
hearing. The participants engaged in informal settlement negotiations to attempt
to resolve all issues without a formal  hearing.  On August 14, 2001,  Texas Gas
submitted an offer of settlement  proposing to dispose of all issues outstanding
in  the  proceedings.  Only  one  group  of  participants  (Indicated  Shippers)
protested the settlement.  On September 26, 2001, the  Administrative  Law Judge
severed the Indicated  Shippers,  and  certified  the  settlement to the FERC as
uncontested  for the  remaining  parties.  On March 4, 2002,  the FERC issued an
order  approving the  settlement  and severing the  Indicated  Shippers from the
settlement  provisions.  The Indicated Shippers have requested  rehearing of the
Commission's  order.  Parties  are  awaiting  Commission  action.  Texas Gas has
provided  an adequate  reserve for  amounts,  including  interest,  which may be
refunded to customers.





<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


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 9, 2002                  BY:             /s/ S. W. Harris
     ------------------------        ------------------------------------------
                                                          S. W. Harris
                                         Controller and Chief Accounting Officer