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, 1998

                               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, 1998

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

                        TABLE OF CONTENTS



                                                                  Page

                 Part I.  Financial Information

Item 1.  Financial Statements

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

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

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

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

         Condensed Notes to Consolidated Financial Statements....    7

Item 2.  Management's Narrative Analysis of the Results of
           Operations............................................   11
                                
                                
                   Part II.  Other Information

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

Signatures ......................................................   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
Annual Report on Form 10-K.
<PAGE>

Item 1.   Financial Statements

        TEXAS GAS TRANSMISSION CORPORATION AND SUBSIDIARY
                                
                   CONSOLIDATED BALANCE SHEETS
                     (Thousands of Dollars)
                           (Unaudited)

<TABLE>
<CAPTION>
                                           March 31,     December 31,
                    ASSETS                   1998           1997
<S>                                      <C>             <C>
Current Assets:
 Cash and temporary cash investments      $      251      $      235
 Receivables:
   Trade                                       8,370           2,937
   Affiliates                                    435             284
   Other                                       9,284           3,835
 Advances to affiliates                      102,392          93,500
 Inventories                                  15,555          15,531
 Deferred income taxes                        15,420          18,179
 Costs recoverable from customers             11,857          16,311
 Gas stored underground                       11,115          11,115
 Other                                         1,020           1,690
   Total current assets                      175,699         163,617

Investments, at cost                           1,233           1,224

Property, Plant and Equipment, at cost:
  Natural gas transmission plant           1,031,376       1,022,654
  Less -- Accumulated depreciation and
    amortization                             107,327          98,649
      Property, plant and equipment, net     924,049         924,005

Other Assets:
 Gas stored underground                       86,978          97,984
 Costs recoverable from customers             49,569          45,504
 Other                                        28,564          24,809
   Total other assets                        165,111         168,297

   Total Assets                           $1,266,092      $1,257,143
                                
</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,
LIABILITIES AND STOCKHOLDER'S EQUITY         1998          1997
<S>                                      <C>             <C>
Current Liabilities:
 Payables:
   Trade                                  $    2,558      $    2,558
   Affiliates                                 23,384          11,939
   Other                                       3,400           8,302
 Gas Payables:
   Transportation and exchange                 1,530           1,173
   Storage                                       453          13,343
 Accrued liabilities                          42,904          51,517
 Accrued taxes                                31,528          21,776
 Accrued interest                              7,979           6,557
 Reserve for regulatory and rate matters      16,824          11,319
   Total current liabilities                 130,560         128,484

Long-Term Debt                               251,366         251,433

Other Liabilities and Deferred Credits:
 Deferred income taxes                       152,082         150,113
 Postretirement benefits other than
   pensions                                   38,485          35,683
 Other                                        49,522          49,040
   Total other liabilities and deferred
     credits                                 240,089         234,836

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                                   636,046         636,046
 Retained earnings                             8,030           6,343
   Total stockholder's equity                644,077         642,390

   Total Liabilities and Stockholder's
     Equity                               $1,266,092      $1,257,143


</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,
                                            1998           1997
<S>                                     <S>             <S>
Operating Revenues:
 Gas transportation                      $ 87,041        $ 96,390
 Gas sales                                  4,178          10,720
 Other                                        570             829
   Total operating revenues                91,789         107,939

Operating Costs and Expenses:
 Cost of gas transportation                 6,075          10,459
 Cost of gas sold                           4,097          10,789
 Operation and maintenance                 12,015          14,333
 Administrative and general                13,108          15,214
 Depreciation and amortization             10,529          10,518
 Taxes other than income taxes              4,136           4,191
   Total operating costs and expenses      49,960          65,504

Operating Income                           41,829          42,435

Other (Income) Deductions:
 Interest expense                           5,296           5,015
 Interest income                           (1,347)         (2,359)
 Miscellaneous other deductions (income)      212             (61)
   Total other deductions                   4,161           2,595

Income Before Income Taxes                 37,668          39,840

Provision for Income Taxes                 14,981          15,850

Net Income                               $ 22,687        $ 23,990

</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,
                                          1998           1997
<S>                                    <C>              <C>
OPERATING ACTIVITIES:
 Net income                             $ 22,687         $ 23,990
 Adjustments to reconcile to cash
  provided from operations:
   Depreciation and amortization          10,529           10,518
   Provision for deferred income taxes     4,728              816
   Changes in receivables sold            (6,300)            (400)
   Changes in receivables                 (4,583)           1,804
   Changes in inventories                    (24)            (283)
   Changes in other current assets           315            7,755
   Changes in accounts payable            (4,902)          (5,417)
   Changes in accrued liabilities            (74)          11,700
   Other, including changes in noncurrent
    assets and liabilities                18,112          (23,542)
     Net cash provided by operating
      activities                          40,488           26,941

FINANCING ACTIVITIES:
 Dividends and returns of capital        (21,000)         (25,162)
     Net cash (used in) financing
      activities                         (21,000)         (25,162)

INVESTING ACTIVITIES:
 Property, plant and equipment:
   Capital expenditures, net of AFUDC    (11,194)          (9,451)
   Proceeds from sales and salvage
     values, net of costs of removal         614              159
 Advances to affiliates, net              (8,892)           8,123
     Net cash (used in) investing
      activities                         (19,472)          (1,169)

Increase in cash and cash equivalents         16              610

Cash and cash equivalents at beginning
 of period                                   235              115

Cash and cash equivalents at end
 of period                              $    251         $    725
                                
                                
</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
wholly  owned by Williams Gas Pipeline Company, formerly Williams
Interstate  Natural Gas Systems, Inc., which is  a  wholly  owned
subsidiary of The Williams Companies, Inc. (Williams).  Prior  to
May  1,  1997,  the  Company  was a wholly  owned  subsidiary  of
Williams.

  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, 1998 and December 31, 1997,  and
results  of operations and cash flows for the three months  ended
March 31, 1998 and 1997.  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 1997 Annual Report on Form 10-K.

   The Company was acquired in 1995 by Williams.  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, 1998 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 1997 financial
statements to conform to the 1998 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.

    In  July  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. 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  collected  through demand  surcharges  on the Company's  firm
transportation  rates;  the  remaining  10  percent   should   be
recovered   from   its   interruptible  transportation   service.
Effective  July 1, 1997, the FERC allowed the Company to  suspend
its GSR surcharge applicable to firm transportation (FT) services
due  to the full recovery of incurred GSR costs allocated to firm
services.   The  GSR cost increment included in the interruptible
transportation rates, as well as no-notice and FT overrun  rates,
remains  in effect.  To date, the Company has paid $76.2  million
and  collected $66.0 million, plus interest, related to GSR.  The
Company  expects  to  pay less than $80 million  for  GSR  costs,
primarily as a result of contract terminations, and has  provided
reserves for the remaining GSR costs it may be required  to  pay,
as  well  as a regulatory asset for the estimated future  amounts
recoverable.
<PAGE>
   General Rate Issues

    On  April  30,  1997, the Company filed a general  rate  case
(Docket  No.  RP97-344) effective November 1,  1997,  subject  to
refund.   This  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.   The
Company,  FERC staff, and all intervenors but one have reached  a
proposed  settlement which was filed with the FERC on  March  20,
1998.   On April 28, 1998, the Presiding Administrative Law Judge
issued  an  order  certifying the settlement to  the  FERC.   The
Company believes it has provided an adequate reserve for amounts,
including interest, which may be refunded to customers.

   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.   Pursuant  to such an indemnity, in January  1998,  the
Company  reimbursed a producer for approximately $1.7 million  in
costs  paid  to settle a take-or-pay royalty claim.  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.

   Environmental Matters

     As  of  March  31,  1998,  the  Company  had  a  reserve  of
approximately  $1.9 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.   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  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.
<PAGE>
   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  U.S.  Environmental Protection Agency or other  governmental
authorities, and other factors.

   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 has issued Statement
of  Financial  Accounting Standards (SFAS) No. 131,  "Disclosures
about Segments of an Enterprise and Related Information" and SFAS
No.  132,  "Employer's Disclosures About Pension and  Other  Post
Retirement  Benefits," both effective for fiscal years  beginning
after  December  15, 1997.  SFAS Nos. 131 and 132 are  disclosure
oriented; therefore, these pronouncements will not have an effect
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)

                Financial Analysis of Operations
          Three Months Ended March 31, 1998 Compared to
                Three Months Ended March 31, 1997


    The Company's gas sales result from requirements to meet  its
pre-Order  636  gas  purchase commitments, substantially  all  of
which  are  managed  by  the Company's gas  marketing  affiliate,
Williams  Energy  Services Company, as exclusive  agent  for  the
Company.   Although the sales and purchase commitments remain  in
the Company's name, their management and any associated profit or
loss  is solely the responsibility of the agent.  Therefore,  the
resulting  sales  and purchases have no impact on  the  Company's
results of operations.

   Operating  income was $0.6 million lower for the three  months
ended  March 31, 1998, than for the three months ended March  31,
1997.  The decrease in operating income was due primarily to  the
effect  of  favorable resolutions in 1997 of certain  contractual
issues,  substantially offset by lower operating and  maintenance
expenses and lower general and administrative expenses.  Compared
to  1997,  net income was $1.3 million lower due to  the  reasons
discussed  above and lower interest income due to lower  advances
to Williams.

     Operating   revenues  decreased  $16.1   million   primarily
attributable  to  lower  gas  sales, lower  transportation  costs
charged  to the Company by others and passed through to customers
as  provided in the Company's rates, and the effect of  favorable
resolutions  in  1997  of  certain  contractual  issues.    Total
deliveries  were 219.9 Tbtu and 226.2 Tbtu for the first  quarter
of 1998 and 1997, respectively.

       Operating  costs  and  expenses  decreased  $15.5  million
primarily  attributable to lower cost of gas sold and lower  cost
of  gas  transportation,  both of which  are  passed  through  to
customers,  as well as lower operation, maintenance, general  and
administrative expenses.

                                
                Financial Condition and Liquidity

   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 own capital requirements.

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

    The Company's capital expenditures for the first three months
of  1998  and  1997  were  $11.2 and $9.5 million,  respectively.
Capital  expenditures for 1998 are expected to approximate  $59.2
million.    The   Company's  debt  as  a  percentage   of   total
capitalization at March 31, 1998 and December 31, 1997 was  28.1%
for both periods.

      On July 21, 1997, the Company filed an application with the
FERC  to authorize construction, installation and operation of  a
4,600  horsepower compressor engine and associated facilities  at
its  Haughton  Compressor  Station  in  Louisiana.   The  Company
received  an  order  on  March 17, 1998,  issuing  a  certificate
authorizing  the  construction and operation of facilities.   The
project  is expected to cost approximately $6 million,  which  is
included  in  the 1998 capital expenditure estimate  above.   The
Company proposes to have the facilities in service by November 1,
1998.

    On  April  30,  1997, the Company filed a general  rate  case
(Docket  No.  RP97-344) effective November 1,  1997,  subject  to
refund.   This  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.   The
Company,  FERC staff, and all intervenors but one have reached  a
proposed  settlement which was filed with the FERC on  March  20,
1998.   On April 28, 1998, the Presiding Administrative Law Judge
issued  an  order  certifying the settlement to  the  FERC.   The
Company believes it has provided an adequate reserve for amounts,
including interest, which may be refunded to customers.

    Williams has initiated an enterprise-wide project to  address
the  year  2000 compliance issue for all technology hardware  and
software,  external  interfaces  with  customers  and  suppliers,
operations   process  control,  automation  and   instrumentation
systems,  and  facility  items.  The  assessment  phase  of  this
project  as  it  relates to the Company should  be  substantially
complete  by  the  end of the second quarter of 1998.   Necessary
conversion  and  replacement activities will begin  in  1998  and
continue through mid-1999.  Testing of systems has begun and will
continue throughout the process.  Williams has initiated a formal
communications process with other companies with which  Williams'
systems  interface or rely on to determine the  extent  to  which
those companies are addressing their year 2000 compliance.  Where
necessary,  Williams  will be working  with  those  companies  to
mitigate any material adverse effect on Williams.

    Williams  expects  to  utilize  both  internal  and  external
resources to complete this process.  Existing resources  will  be
<PAGE>
redeployed  and  previously planned system replacements  will  be
accelerated  during this time.  Costs incurred for  new  software
and  hardware purchases will be capitalized and other costs  will
be  expensed as incurred.  The Company considers costs associated
with the year 2000 compliance to be prudent costs incurred in the
ordinary  course of business and, therefore, recoverable  through
rates.   While  the total costs of this project are  still  being
evaluated,  the  Company  estimates  that  the  costs,  excluding
previously planned system replacements, necessary to complete the
project  within  the schedule described will be immaterial.   The
costs  of  the  project and the completion  dates  are  based  on
management's   best  estimates,  which  were  derived   utilizing
numerous  assumptions of future events, including  the  continued
availability  of  certain  resources,  third  party   year   2000
compliance modification plans, and other factors.  There  can  be
no  guarantee that these estimates will be achieved,  and  actual
results could differ materially from these estimates.

<PAGE>


                   PART II - OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits
               
              *    27.1    Financial Data Schedule for Texas Gas
                           Transmission Corporation for the first
                           quarter ending March 31, 1998.


        (b)  Reports on Form 8-K

             None
        _____________________________

        *  Filed herewith

<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, 1998        BY:        /s/ S. W. Harris

                                          S. W. Harris
                             Controller and Chief Accounting Officer