1
                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, 2003

                                       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 MARCH 31,
2003

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
                                      INDEX



                                                                           PAGE

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

       Consolidated Statements of Income ................................... 3

       Consolidated Balance Sheets - Assets ................................ 4

       Consolidated Balance Sheets - Liabilities and Stockholder's Equity... 5

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

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

 Item 2.  Management's Narrative Analysis of the Results of Operations .... 13

 Item 4. Controls and Procedures........................................... 17


PART II.  OTHER INFORMATION

Item 1. Legal Proceedings ................................................. 18

Item 6. Exhibits and Reports on Form 8-K .................................. 18








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 2002 Annual Report on Form 10-K.


<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.      FINANCIAL STATEMENTS

                       TEXAS GAS TRANSMISSION CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME
                             (THOUSANDS OF DOLLARS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                 THREE MONTHS ENDED MARCH 31,
                                                     2003             2002
                                                 -------------   -------------
<S>                                              <C>               <C>

Operating Revenues:

    Gas transportation                           $    82,889       $    78,456
    Gas storage                                          557               775
    Other                                                695               974
                                                 -----------       -----------
      Total operating revenues                        84,141            80,205
                                                 -----------       -----------

Operating Costs and Expenses:
    Cost of gas transportation                         1,172             1,173
    Operation and maintenance                          9,281             9,196
    Administrative and general                         7,787            12,550
    Depreciation and amortization                     10,711            11,220
    Taxes other than income taxes                      3,884             4,561
                                                 -----------       -----------
      Total operating costs and expenses              32,835            38,700
                                                 -----------       -----------

Operating Income                                      51,306            41,505
                                                 -----------       -----------

Other (Income) Deductions:
    Interest expense                                   4,882             5,178
    Interest income from affiliates                   (1,168)             (270)
    Gain on sale of equipment                            (30)           (1,323)
    Miscellaneous other (income) net                    (478)             (711)
                                                 ------------      ------------
      Total other deductions                           3,206             2,874
                                                 -----------       -----------

Income before Income Taxes                            48,100            38,631

Provision for Income Taxes                            19,090            15,379
                                                 -----------       -----------

Net Income                                      $     29,010      $     23,252
                                                ===============   =============

</TABLE>



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

                       TEXAS GAS TRANSMISSION CORPORATION

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


                                               MARCH 31,       DECEMBER 31,
           ASSETS                               2003              2002
                                             -------------      -------------
<S>                                         <C>                 <C>
Current Assets:

  Cash and cash equivalents                 $       162         $      277
  Receivables:
   Trade                                         27,262             25,705
   Affiliates                                     1,156              2,386
   Other                                          2,521              3,843
  Gas Receivables:
   Transportation and exchange                    1,604              1,392
   Storage                                       23,901              6,601
  Advances to affiliates                        108,155             63,143
  Inventories                                    13,456             13,580
  Deferred income taxes                          15,200             14,724
  Costs recoverable from customers                  147              2,853
  Gas stored underground                          3,922              3,922
  Prepaid and other expenses                      2,356              3,407
                                             ------------     --------------
     Total current assets                       199,842            141,833
                                             ------------     --------------

Property, Plant and Equipment, at cost:
  Natural gas transmission plant              1,111,046          1,113,648
  Other natural gas plant                       153,433            154,141
                                            -------------     --------------
                                              1,264,479          1,267,789
  Less-Accumulated depreciation                 216,860            209,821
         and amortization                   -------------     --------------
     Property, plant and equipment, net       1,047,619          1,057,968
                                            -------------     --------------

Other Assets:
    Gas stored underground                       82,287            110,458
    Costs recoverable from customers             37,345             37,951
    Prepaid pension                              28,346             28,411
    Other                                         8,012              7,969
                                            -------------     ---------------
       Total other assets                       155,990            184,789
                                            -------------     ---------------

       Total Assets                         $ 1,403,451        $ 1,384,590
                                            =============     ===============
</TABLE>


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


<PAGE>



                       TEXAS GAS TRANSMISSION CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                             (THOUSANDS OF DOLLARS,
                             EXCEPT FOR SHARE DATA)
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                MARCH 31,         DECEMBER 31,
LIABILITIES AND STOCKHOLDER'S EQUITY              2003                2002
                                            ---------------     ---------------
<S>                                         <C>                 <C>
Current Liabilities:
  Payables:

     Trade                                  $     3,345         $     2,017
     Affiliates                                  11,586               9,936
     Other                                        1,156               6,961
  Gas Payables:
     Transportation and exchange                  3,367               1,312
     Storage                                      6,241              24,214
  Accrued income taxes due affiliate             18,670              16,210
  Accrued taxes other                            12,051              12,817
  Accrued interest                                7,979               6,557
  Accrued payroll and employee benefits          20,817              27,025
  Other accrued liabilities                      14,796              11,765
                                            --------------     ---------------
   Total current liabilities                    100,008             118,814
                                            --------------     ---------------

Long-Term Debt                                  249,678             249,781
                                            --------------     ---------------

Other Liabilities and Deferred Credits:
  Deferred income taxes                         213,592             206,039
  Postretirement benefits other than
     pensions                                    25,532              26,432
  Pension plan costs                             28,346              28,411
  Other                                          25,606              23,434
                                            --------------     ---------------
    Total other liabilities and
       deferred credits                         293,076             284,316
                                            --------------     ---------------

Commitments and Contingencies (Note 2)

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                             130,080             101,070
                                             --------------    ---------------
    Total stockholder's equity                  760,689             731,679
                                             --------------    ---------------

    Total Liabilities and Stockholder's
        Equity                               $1,403,451        $  1,384,590
                                             ==============    ===============



</TABLE>



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


<PAGE>



                       TEXAS GAS TRANSMISSION CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (THOUSANDS OF DOLLARS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                   THREE MONTHS ENDED MARCH 31,
                                                      2003             2002
                                                  ------------- ---------------
<S>                                               <C>            <C>
OPERATING ACTIVITIES:
  Net income                                      $     29,010   $      23,252
  Adjustments to reconcile to cash (used in)
    provided from operations:
   Depreciation and amortization                        10,711          11,220
   Provision for deferred income taxes                   7,077          16,461
   Gain on sale of equipment                               (30)         (1,323)
   Changes in operating assets and liabilities:
    Receivables                                        (17,747)         (3,779)
    Receivable - TGT Enterprises, Inc.                    -             (6,703)
    Inventories                                            124            (337)
    Affiliates                                           2,880         (28,165)
    Other current assets                                 3,757          (1,388)
    Accrued income taxes due affiliate                   2,460         (14,526)
    Payables and accrued liabilities                   (22,916)        (16,177)
    Other, including changes in noncurrent
          assets and liabilities                        30,256           1,511
                                                   ------------- --------------
Net cash (used in) provided by                          45,582         (19,954)
   operating activities                            ------------- --------------

INVESTING ACTIVITIES:
  Property, plant and equipment:
   Capital expenditures, net of allowance for
        funds used during construction                    (685)        (19,773)
  Advances to affiliates, net                          (45,012)         39,641
                                                   -------------  -------------
   Net cash provided (used in)                         (45,697)         19,868
        investing activities                       -------------  -------------

Increase (decrease) in cash and cash equivalents          (115)            (86)
Cash and cash equivalents at beginning of period           277              86
                                                   -------------  -------------

Cash and cash equivalents at end of period         $       162    $      -
                                                  ==============  =============

Supplemental disclosures of cash flow information:
  Cash paid during the year for:
       Interest (exclusive of amount capitalized)  $     3,463    $      9,781
       Income taxes (refund) paid                  $      (530)   $          3






</TABLE>




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


<PAGE>


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


                            1. BASIS OF PRESENTATION

       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).

       On April  14,  2003,  Williams  announced  that it  signed  a  definitive
agreement to sell Texas Gas to Loews  Pipeline  Holding  Corporation,  a unit of
Loews Corporation, for $1.045 billion, which includes $795 million in cash to be
paid to Williams  and $250  million in debt that will remain with Texas Gas. The
sale is expected to close within 60 days, subject to standard closing conditions
and completion of Hart-Scott-Rodino review.

       The unaudited financial  statements have been prepared from the books and
records of Texas Gas.  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 condensed unaudited  consolidated  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, 2003,  and results of  operations  and cash flows for the three months ended
March 31,  2003 and 2002.  These  condensed  consolidated  financial  statements
should be read in conjunction with the consolidated financial statements and the
notes thereto included in Texas Gas' 2002 Annual Report on Form 10-K.

       The  preparation of financial  statements in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates and assumptions  that affect the amounts  reported in the consolidated
financial  statements and accompanying  notes.  Actual results could differ from
those estimates.  Estimates and assumptions which, in the opinion of management,
are significant to the underlying  amounts included in the financial  statements
and for which it would be reasonably  possible that future events or information
could  change  those  estimates  include:  1)  revenues  subject to  refund;  2)
litigation-related  contingencies; 3) environmental remediation obligations; and
4) impairment assessments of long-lived assets.

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

       Effective  January 1, 2003,  Texas Gas  adopted  Statement  of  Financial
Accounting   Standards   (SFAS)  No.  143,   "Accounting  for  Asset  Retirement
Obligations."  The Statement  requires that the fair value of a liability for an
asset retirement  obligation be recognized in the period in which it is incurred
if a  reasonable  estimate  of fair value can be made,  and that the  associated
asset  retirement  costs be  capitalized  as part of the carrying  amount of the
long-lived  asset.  Texas  Gas has not  recorded  liabilities  for its  pipeline
transmission  assets,  since a  reasonable  estimate  of the  fair  value of the
retirement obligations for these assets cannot be made, as the remaining life of
these assets is not currently determinable.  Accordingly, the impact of adopting
<PAGE>

the statement did not have a material effect on Texas Gas' financial position or
results of operations.  Had the statement been adopted at the beginning of 2002,
the  impact to Texas  Gas'  operating  income  and net  income  would  have been
immaterial.

       Certain reclassifications have been made in the 2002 financial statements
to conform to the 2003 presentation.


                    2. CONTINGENT LIABILITIES AND COMMITMENTS

RATE AND REGULATORY MATTERS

       FERC ORDER 637

       On  February 9, 2000,  the FERC issued a final rule,  Order 637, in which
the 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. 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. Texas Gas filed a contested offer of settlement on May
14,  2002.  On August 27,  2002,  the FERC issued its "Order on Order Nos.  637,
587-G, and 587-L" which accepted many of the provisions of the May 14 settlement
of required modifications as specified in the body of the August 27, 2002 order.
Ordering paragraph A directed Texas Gas to file actual tariff sheets,  including
modifications,  within  thirty days of the issuance of the order while  ordering
paragraph B  prohibited  Texas Gas from  placing  the tariff  sheets into effect
before further order of the FERC. Texas Gas made the required  compliance filing
on September 30, 2002. Texas Gas and several other parties  requested  rehearing
and/or  clarification  of the August 27, 2002,  order. On December 24, 2002, the
FERC issued its "Order on Rehearing" which granted  rehearing in part and denied
rehearing in part and directed Texas Gas to file revised  tariff  sheets.  Texas
Gas made the required  compliance  filing on January 23, 2003,  and at least one
party has protested  the filing.  The FERC has not yet issued an order on either
compliance  filing  directing Texas Gas to place any of the Order No. 637 tariff
sheets into effect.

       GENERAL RATE CASE (DOCKET NO. RP00-260)

       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

<PAGE>

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.  On June 17, 2002,  the FERC issued an order denying the
Indicated  Shippers'  request for  rehearing  of the March 4, 2002,  order.  The
settlement  became  effective  31 days after that order when no party  filed any
further requests for rehearing.  Thus, the settlement's  prospective  rates went
into effect on August 1, 2002, and refunds of  approximately  $37.5 million were
made on  September  16,  2002.  Texas Gas had  provided an adequate  reserve for
amounts, including interest, which were refunded to customers.  Additionally, on
July 15,  2002,  Texas  Gas  filed an offer  of  settlement  with the  Indicated
Shippers to resolve all remaining  issues in the case.  The FERC issued an order
on October 10, 2002, approving the settlement.  No additional refunds are due as
a result of the settlement with the Indicated Shippers.  In the third quarter of
2002, as a result of the settlement,  Texas Gas recorded  additional revenues of
$0.3  million  and reduced its  estimated  reserve for rate  refunds by an equal
amount.   Texas  Gas  also  recorded  $10.2  million  of  revenues  and  reduced
depreciation  expense by $5.7 million in July of 2002 to implement provisions of
the settlement.

       NOTICE OF PROPOSED RULEMAKING (DOCKET NO. RM02-14-000)

       On August 1,  2002,  the FERC  issued a Notice of  Proposed  Rule  Making
(NOPR) that proposes  restrictions on various types of cash  management  program
employed  by  companies  in  the  energy  industry  such  as  Williams  and  its
subsidiaries,  including Texas Gas. In addition to stricter guidelines regarding
the  accounting  for and  documentation  of  cash  management  or  cash  pooling
programs,  the FERC proposal,  if made final,  would preclude public  utilities,
natural gas  companies and oil pipeline  companies  from  participating  in such
programs  unless the parent company and its  FERC-regulated  affiliate  maintain
investment-grade  credit  ratings  and the  FERC-regulated  affiliate  maintains
stockholder's  equity of at least 30 percent of total  capitalization.  Williams
and Texas Gas'  current  credit  ratings  are not  investment  grade.  Texas Gas
participated  in comments  filed in this  proceeding  on August 28, 2002, by the
Interstate  Natural Gas Association of America.  On September 25, 2002, the FERC
convened a technical  conference to discuss  issues raised in the comments filed
by parties in this  proceeding and a final rule is expected to be promulgated by
the FERC in the next several months.

       FERC COMPLIANCE PLAN

       On March 13,  2003,  Williams  and certain  subsidiaries  entered  into a
settlement  agreement  with  the FERC  resolving  issues  resulting  from a FERC
investigation  into the  relationship  between  Transcontinental  Gas Pipe  Line
Corporation  (Transco),  an  affiliate  of  Pipeline,  and  Transco's  marketing
affiliates.  Although Texas Gas was not involved in the investigation and is not
a party  to the  settlement  agreement,  Williams  agreed  that  certain  of its
interstate  natural gas  pipeline  subsidiaries,  including  Texas Gas,  will be
subject to the terms of a compliance plan designed to ensure compliance with the
terms  of  the  settlement   agreement  and  the  FERC's  rules   governing  the
relationship of interstate natural gas pipelines and their marketing affiliates.
If  Texas  Gas is  sold,  as  expected,  it will  not be  subject  to this  FERC
compliance plan.



<PAGE>


LEGAL PROCEEDINGS

       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 known royalty claims and
litigation.

       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,  royalty valuation 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.  On October 9, 2002, the court granted a motion
to dismiss  Grynberg's royalty valuation claims.  Grynberg's  measurement claims
remain pending against Williams and the other defendants.

       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.), and plaintiffs.
Settlement was reached with all named plaintiffs. One contract employee alleging
injuries  from the same  accident has filed  separately  against Texas Gas. This
plaintiff was included in the original litigation,  and then withdrew.  Informal
settlement negotiations are continuing with this plaintiff.

       On June 8, 2001,  fourteen Williams  entities,  including Texas Gas, 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

<PAGE>

class of  producer  plaintiffs.  In  September  2001,  the  plaintiffs'  counsel
voluntarily  dismissed two of the fourteen Williams entities named as defendants
in the lawsuit.  In November  2001,  the Williams  defendants,  along with other
coordinating  defendants,  filed  a  motion  to  dismiss  on  non-jurisdictional
grounds. 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.  On  August  19,  2002,  the  defendants'  motion  to  dismiss  on
non-jurisdictional  grounds was dismissed. On September 17, 2002, the plaintiffs
filed a motion for class certification.  The Williams entities joined with other
defendants  in contesting  certification  of the class.  On April 10, 2003,  the
court denied plaintiffs' motion for class  certification.  The motion to dismiss
for lack of personal jurisdiction remains pending.

       On February  10, 2003,  Texas Gas  received a claim from certain  parties
(Claimants) for back rental associated with their alleged ownership of a partial
mineral  interest in a tract of land in a gas storage  field owned by Texas Gas.
Texas Gas had  condemned  the  relevant  mineral  interest in the tract when the
storage field was developed.  Claimants contend that one of the leases for which
they, or their  predecessors in title, were paid in the condemnation was invalid
because it was actually owned by a separate  entity then controlled by Claimants
or their  predecessors.  Texas Gas believes  that the Claimants and the separate
entity are estopped to assert any claim to the mineral interest in the tract and
that Texas Gas has valid defenses against such claim.

       ENVIRONMENTAL MATTERS

       As of March 31, 2003, Texas Gas had an accrued liability of approximately
$1.1 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 liability
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,  air toxics,
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 (one hour
standard) and is aware that during 2004 the EPA may designate  additional  areas
as  non-attainment  based on implementation of the revised ozone standard (eight
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

<PAGE>

of additions to property, plant and equipment is expected to increase;  however,
Texas  Gas is unable at this time to  estimate  with any  certainty  the cost of
additions that may be required.  Additionally, the EPA is expected to promulgate
new rules regarding  hazardous air pollutants in 2003 and 2004, which may impose
controls in addition to the control  described  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 2006.

       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.

       In January 2003, the U.S. Department of Transportation Office of Pipeline
Safety  issued a Notice of  Proposed  Rulemaking  entitled  "Pipeline  Integrity
Management  in High  Consequence  Areas".  The proposed  rule  incorporates  the
requirements of the Pipeline Safety  Improvement Act of 2002 that was enacted in
December  2002.  It would  require gas pipeline  operators to develop  integrity
management   programs  for   transmission   pipelines  that  could  affect  high
consequence  areas in the  event  of  pipeline  failure,  including  a  baseline
assessment  and  periodic   reassessments   to  be  completed  within  specified
timeframes.  The final rule is expected to be issued in late 2003.  Texas Gas at
this time  cannot  predict  the exact  costs  that would be  required  under the
proposed  rule.  The costs of the  baseline  assessment  are  anticipated  to be
incurred over the next ten years.  Texas Gas considers the costs associated with
compliance  with the proposed rule to be prudent costs  incurred in the ordinary
course of business and, therefore, recoverable through its rates.

       SUMMARY

       Litigation, arbitration, regulatory matters and environmental matters are
subject to inherent  uncertainties.  Were an unfavorable  ruling to occur, there
exists the  possibility  of a material  adverse  impact on the net income of the
period in which the  ruling  occurs.  Management,  including  internal  counsel,
currently believes that the ultimate  resolution of the foregoing matter,  taken
as a whole and after  consideration  of  amounts  accrued,  insurance  coverage,
recovery from customers or other indemnification  arrangements,  will not have a
materially adverse effect upon Texas Gas future financial position.


                       3. DEBT AND FINANCING ARRANGEMENTS

       Williams  and  certain of its  subsidiaries,  including  Texas  Gas,  are
parties to a revolving credit agreement  (Credit  Agreement),  under which Texas
Gas can  borrow up to $200  million  if the  funds  available  under the  Credit
Agreement have not been borrowed by Williams or other  subsidiaries.  The Credit
Agreement  expires  in July  2005.  Interest  rates  vary  with  current  market
conditions based on the base rate of Citibank N.A., three-month  certificates of
deposit of major United  States money market  banks,  federal  funds rate or the
LIBOR. The Credit Agreement  contains  restrictions  which limit,  under certain
circumstances,  the issuance of additional  debt, the attachment of liens on any
assets and any change of ownership of Texas Gas. As Williams  completes  certain
asset sales,  the commitments from  participating  banks in the Credit Agreement
will be reduced to $200  million,  and with further asset sales could be reduced
below that amount,  but Texas Gas will continue to have borrowing capacity up to
the lesser of $200 million or the amount that  Williams  would be able to borrow
to the  extent the funds  available  under the  Credit  Agreement  have not been
borrowed by Williams or other participating subsidiaries or that otherwise would

<PAGE>

be required to remain available to Williams.  At March 31, 2003, the commitments
from  participating  banks  had been  reduced  to $400  million,  the  borrowing
capacity  available  to  Texas  Gas  was  $200  million  and  Texas  Gas  had no
outstanding borrowings under this agreement. Texas Gas' pipeline assets have not
been  pledged to secure any  indebtedness  of Williams or its other  affiliates,
either under the Credit  Agreement  or pursuant to any other credit  facility of
Williams and its other affiliates.


                           4. STOCK-BASED COMPENSATION

       Employee stock-based awards are accounted for under Accounting Principles
Board (APB)  Opinion No. 25,  "Accounting  for Stock  Issued to  Employees"  and
related interpretations.  Williams' fixed-plan common stock options generally do
not result in  compensation  expense  because  the  exercise  price of the stock
options  equals the market price of the  underlying  stock on the date of grant.
The following table illustrates the effect on Texas Gas' net income if Texas Gas
had applied the fair value  recognition  provisions of SFAS No.  123,"Accounting
for Stock-Based Compensation" (in thousands).

<TABLE>
<CAPTION>

                                                         Three months
                                                        Ended March 31,
                                                     2003             2002
                                                ---------------- ---------------

<S>                                              <C>             <C>
  Net income, as reported                        $     29,010    $     23,252
  Add:
  Stock based employee compensation
   (income)expense included in the
   Consolidated Statement of Income,
   net of related tax effects                             (12)             31

  Deduct:
  Total stock based employee compensation
   expense determined under fair value based
   method for all awards, net of related tax
   effects                                                178             265

                                                ---------------- ---------------
   Pro forma net income                         $      28,820    $     23,018
                                                ================ ===============

</TABLE>

       Pro forma amounts for 2003 include  compensation expense from awards made
in 2002 and 2001. Pro forma amounts for 2002 include  compensation  expense from
certain  awards made in 1999 and  compensation  expense from awards made in 2002
and 2001.

       Since  compensation  expense from stock  options is  recognized  over the
future years'  vesting period for pro forma  disclosure  purposes and additional
awards are generally made each year, pro forma amounts may not be representative
of future years' amounts.

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

       As  discussed  in Texas  Gas  (Williams)  Form  10-K  for the year  ended
December  31,  2002,  events  in 2002  and the last  half of 2001  significantly
impacted  Williams'  operations,  both past and future.  On February  20,  2003,
<PAGE>
Williams outlined its planned business strategy for the next several years which
management  believes to be a  comprehensive  response to the events,  which have
impacted the energy sector and Williams. The plan focuses on retaining a strong,
but  smaller,  portfolio  of natural gas  businesses  and  bolstering  Williams'
liquidity through more asset sales,  limited levels of financing at the Williams
and subsidiary levels and additional reductions in its operating costs. The plan
is designed to provide  Williams with a clear strategy to address  near-term and
medium-term  liquidity  issues and  further  de-leverage  the  company  with the
objective of  returning to  investment  grade  status by 2005,  while  retaining
businesses with favorable returns and opportunities for growth in the future. As
part of this plan,  Williams expects to generate proceeds,  net of related debt,
of nearly $4 billion from asset sales during 2003 and the first quarter of 2004.
During the first  quarter of 2003,  Williams  had  received  $680 million in net
proceeds  from the sales of  assets  and  businesses.  In April  2003,  Williams
announced  that it had signed  definitive  agreements for the sales of the Texas
Gas pipeline system,  Williams' general partnership interest and limited partner
investment in Williams Energy Partners,  and certain natural gas exploration and
production  properties in Kansas,  Colorado,  New Mexico and Utah.  All of these
newly  announced  sales  are  expected  to close in the  second  quarter.  Sales
anticipated to close in the second quarter are expected to generate net proceeds
of  approximately  $2.0 billion.  As previously  announced,  Williams intends to
reduce its commitment to the Energy Marketing & Trading business, which could be
realized by entering into a joint venture with a third party or through the sale
of a portion or all of the  marketing and trading  portfolio.  Through March 31,
2003,  Williams Energy Marketing and Trading (WEM&T) has sold or announced sales
of contracts totaling approximately $215 million.

       As of March 31, 2003,  Williams has maturing  notes payable and long-term
debt through  first-quarter  2004 totalling  approximately  $3.5 billion,  which
includes  certain  contractual  fees and deferred  interest  associated  with an
underlying  debt.  Williams  anticipates  the  cash on  hand,  the  asset  sales
mentioned  above,  additional asset sales, and refinancing of a portion of these
obligations  will enable  Williams to meet its liquidity  needs over that
period.

         On February 20, 2003,  Williams  announced  its intention to sell Texas
Gas.  On April 14,  2003,  Williams  announced  that it had signed a  definitive
agreement to sell Texas Gas to Loews  Pipeline  Holding  Corporation,  a unit of
Loews Corporation, for $1.045 billion, which includes $795 million in cash to be
paid to Williams  and $250  million in debt that will remain with Texas Gas. The
sale is expected to close in May 2003, subject to standard closing conditions
and completion of Hart-Scott-Rodino review.


                              RESULTS OF OPERATIONS


THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002

       Operating Income was $9.8 million higher for the three months ended March
31,  2003,  than for the three  months  ended March 31,  2002.  The  increase in
operating  income  was due  primarily  to higher  operating  revenues  and lower
administrative and general operating expenses.

       Operating  revenues  increased by $3.9 million primarily  attributable to
higher  transportation   revenues  resulting  from  a  colder  winter  than  the
comparable  period in 2002.  Total deliveries were 214.6 Tbtu and 199.7 Tbtu for
the first quarter of 2003 and 2002, respectively.
<PAGE>

       Operating   costs  and  expenses   decreased   $5.9   million   primarily
attributable to lower  administrative  and general expense of $4.8 million.  The
decrease in administrative  and general expense was due primarily to a reduction
in accrued benefit liabilities.

       Net income increased $5.8 million  primarily due to the reasons discussed
above and a $0.9 increase in interest  income from affiliates due to higher cash
advances to WGP,  partially offset by a $1.3 million gain on the sale of certain
equipment in 2002.


                         CAPITAL RESOURCES AND LIQUIDITY


       METHOD OF FINANCING

       Texas Gas funds its capital  requirements  with cash flows from operating
activities by accessing capital markets,  by repayments of funds advanced to WGP
and, if required, by borrowings under the credit agreement (discussed below) and
advances from WGP.

       Texas  Gas has an  effective  registration  statement  on file  with  the
Securities  and Exchange  Commission.  At March 31, 2003,  $100 million of shelf
availability  remains under this  registration  statement,  which may be used to
issue debt securities.  Interest rates and market conditions will affect amounts
borrowed,  if any,  under this  arrangement.  Texas Gas believes any  additional
financing arrangements, if required, can be obtained from the capital markets on
terms that are commensurate with its current credit ratings.

       Williams  and  certain of its  subsidiaries,  including  Texas  Gas,  are
parties to a revolving credit agreement  (Credit  Agreement),  under which Texas
Gas can borrow up to $200  million to the extent the funds  available  under the
Credit Agreement have not been borrowed by Williams or other  subsidiaries.  The
Credit Agreement  expires in July 2005.  Interest rates vary with current market
conditions  based on the base rate of Citibank  N.A.,  federal funds rate or the
London  Interbank   Offered  Rate  (LIBOR).   The  Credit   Agreement   contains
restrictions,   which  limit,  under  certain  circumstances,  the  issuance  of
additional  debt,  the  attachment  of liens on any  assets  and any  change  of
ownership of Texas Gas. As a result of the  completion of certain asset sales by
Williams,  the commitments from participating banks in the Credit Agreement have
been reduced to $400 million as of March 31, 2003,  and with further asset sales
could be  reduced  below  that  amount,  but  Texas  Gas will  continue  to have
borrowing  capacity up to the lesser of $200 million or the amount that Williams
would be able to  borrow to the  extent  the funds  available  under the  Credit
Agreement have not been borrowed by Williams or other participating subsidiaries
or that otherwise  would be required to remain  available to Williams.  At March
31, 2003, the borrowing  capacity  available to Texas Gas was $200 million,  and
Texas Gas had no outstanding borrowings under this agreement.  Texas Gas' assets
have not been  pledged  to secure  any  indebtedness  of  Williams  or its other
affiliates,  either  under the Credit  Agreement or pursuant to any other credit
facility of  Williams  and its other  affiliates.  Upon the sale of Texas Gas to
Loews, this Credit Agreement will not be available to Texas Gas.

       As a participant in Williams' cash  management  program,  Texas Gas makes
advances  to and  receives  advances  from  Williams  through  Texas Gas' parent
company,  WGP.  At March 31,  2003,  the  advances  due Texas Gas by WGP totaled

<PAGE>

$108.2 million.  The advances are represented by demand notes. The interest rate
on intercompany  demand notes is the LIBOR on the first day of the month plus an
applicable  margin based on Texas Gas' current  credit  ratings as determined by
Moody's  Investor  Service and  Standard & Poor's.  Due to recent  asset  sales,
anticipated   asset  sales  in  the  future  and  available   secured  borrowing
facilities,  Williams  has  indicated  that it currently  believes  that it will
continue to have the financial  resources and liquidity to repay these  advances
made by WGP which in turn allows WGP to repay Texas Gas.

       On August 1,  2002,  the FERC  issued a Notice of  Proposed  Rule  Making
(NOPR) that proposes  restrictions on various types of cash  management  program
employed  by  companies  in the  energy  industry,  such  as  Williams  and  its
subsidiaries,  including Texas Gas. In addition to stricter guidelines regarding
the  accounting  for and  documentation  of  cash  management  or  cash  pooling
programs,  the FERC proposal,  if made final,  would preclude public  utilities,
natural gas  companies and oil pipeline  companies  from  participating  in such
programs  unless the parent company and its  FERC-regulated  affiliate  maintain
investment-grade  credit  ratings  and the  FERC-regulated  affiliate  maintains
stockholders  equity of at least 30 percent of total  capitalization.  Williams'
and Texas Gas'  current  credit  ratings  are not  investment  grade.  Texas Gas
participated  in comments  filed in this  proceeding  on August 28, 2002, by the
Interstate  Natural Gas Association of America.  On September 25, 2002, the FERC
convened a technical  conference to discuss  issues raised in the comments filed
by parties in this  proceeding and a final rule is expected to be promulgated by
the FERC in the next several months.

       CREDIT RATINGS

       Texas Gas has no  guarantees of  off-balance  sheet debt to third parties
and maintains no debt obligations that contain provisions requiring  accelerated
payment of the related  obligations in the event of specified levels of declines
in Williams' or Texas Gas' credit  ratings given by Moody's  Investors  Service,
Standard & Poor's and Fitch Ratings (rating agencies).

       On May 2, 2003,  Fitch  Ratings  raised  Texas Gas' credit  rating on its
senior  unsecured  long-term debt from BB- to BB. The ratings given by the other
rating agencies have not changed during 2003 and are as follows:

      Moody's Investors Service    ................................. B3
      Standard & Poor's .............................................B+

       Moody's Investors Service is currently reviewing Texas Gas for a possible
rating  upgrade.  The rating agencies previously have reduced Texas Gas' credit
ratings due to concerns about the  sufficiency of Williams' operating cash
flow in relation to its debt as well as the adequacy of Williams'  liquidity.
The ratings remain under review pending the execution of Williams' plan to
strengthen its financial position.  With the reduced credit ratings,  Texas Gas
expects interest rates on future financings will be higher than they otherwise
would have been.


       CAPITAL EXPENDITURES

       Texas Gas' capital expenditures,  net of retirements and salvage, for the
three months of 2003 and 2002 were $0.7 million and $19.7 million, respectively.
Capital expenditures for 2003 are expected to approximate $23 million.
<PAGE>


       GENERAL RATE ISSUES

       As discussed in Note 2 of the Notes to Financial Statements, on April 28,
2000,  Texas Gas filed a general  rate case (Docket No.  RP00-260)  which became
effective November 1, 2000, subject to refund. On March 4, 2002, the FERC issued
an order  approving the settlement and severing the Indicated  Shippers from the
settlement  provisions.  On June 17, 2002,  the FERC issued an order denying the
Indicated  Shippers'  request for  rehearing  of the March 4, 2002,  order.  The
settlement  became  effective  31 days after that order when no party  filed any
further requests for rehearing.  Thus, the settlement's  prospective  rates went
into effect on August 1, 2002, and refunds of  approximately  $37.5 million were
made on  September  16,  2002.  Texas Gas had  provided an adequate  reserve for
amounts, including interest, which were refunded to customers.


CONCLUSION

       Although no assurances  can be given,  Texas Gas currently  believes that
the  aggregate  of cash  flows from  operating  activities,  supplemented,  when
necessary,  by  repayments  of  funds  advanced  to  WGP,  advances  or  capital
contributions  from  Williams and  borrowings  under the Credit  Agreement  will
provide Texas Gas with  sufficient  liquidity to meet its capital  requirements.
When  necessary,  Texas Gas also expects to access public and private markets on
terms  commensurate  with its  current  credit  ratings to finance  its  capital
requirements.

ITEM 4.  CONTROLS AND PROCEDURES

       An evaluation of the  effectiveness  of the design and operation of Texas
Gas'  disclosure  controls  and  procedures  (as defined in Rule  13a-14(c)  and
15d-14(c) of the Securities Exchange Act) was performed within the 90 days prior
to the filing date of this  report.  This  evaluation  was  performed  under the
supervision and with the participation of Texas Gas' management, including Texas
Gas'  President and Chief  Executive  Officer and Vice  President and Treasurer.
Based upon that evaluation, Texas Gas' President and Chief Executive Officer and
Vice  President  and  Treasurer  concluded  that these  disclosure  controls and
procedures are effective.

       There have been no significant changes in Texas Gas' internal controls or
other  factors  that could  significantly  affect  internal  controls  since the
certifying officers' most recent evaluation of those controls.



<PAGE>


PART II - OTHER INFORMATION


ITEM 1.      LEGAL PROCEEDINGS.

             See  discussion  in Note 2 of the Notes to  Condensed  Consolidated
Financial Statements included herein.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K.

             (a)   Exhibits.

                   The  following  instruments  are included as exhibits to this
                   report. Those exhibits below incorporated by reference herein
                   are  indicated  as such by the  information  supplied  in the
                   parenthetical  thereafter.  If no parenthetical appears after
                   an  exhibit,  copies of the  instrument  have  been  included
                   herewith.

                   (99)   Additional exhibits
                          -   1     Certification  pursuant  to 18 U.S.C.
                                    Section  1350,  as adopted  pursuant  to
                                    Section  906 of The Sarbanes-Oxley Act of
                                    2002 by J. Douglas Whisenant,  President
                                    and Chief Executive Officer of Texas
                                    Gas Transmission Corporation

                          -   2     Certification  pursuant  to 18 U.S.C.
                                    Section  1350,  as adopted  pursuant  to
                                    Section  906 of The Sarbanes-Oxley  Act of
                                    2002 by  Richard  Rodekohr,  Vice  President
                                    and  Treasurer  of  Texas  Gas Transmission
                                    Corporation

              (b) Reports on Form 8-K.

                   None



<PAGE>




                                    SIGNATURE


Pursuant to the  requirements of Section 13 or 15(d) 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 (Registrant)




Dated:  May 13, 2003      BY /S/ JEFFREY P. HEINRICHS
                          ---------------------------------------------------

                          Jeffrey P. Heinrichs
                          Controller
                          (Principal Accounting Officer)











<PAGE>



                                 Certifications
I, J. Douglas Whisenant, President and Chief Executive Officer of
Texas Gas Transmission Corporation ("registrant") certify that:

1. I have reviewed this quarterly report on Form 10-Q of the registrant;

2. Based on my  knowledge,  this  quarterly  report does not contain any untrue
   statement of a material  fact or omit to state a material fact  necessary to
   make the  statements  made, in light of the Circumstances  under which such
   statements  were made,  not misleading with respect to the period covered by
   this quarterly report;

3.  Based on my knowledge,  the financial  statements,  and other financial
    information  included in this quarterly  report,  fairly present in all
    material  respects the financial  condition,  results of operations and
    cash flows of the  registrant as of, and for, the periods  presented in
    this quarterly report;

4.  The registrant's  other  certifying  officers and I are responsible for
    establishing  and  maintaining  disclosure  controls and procedures (as
    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
    we have:

    a)   designed such disclosure  controls and procedures to ensure
         that material information relating to the registrant,
         including its  consolidated  subsidiaries,  is made known to us by
         others within those  entities,  particularly  during the period in
         which this quarterly report is being prepared;
    b)   evaluated  the   effectiveness  of  the  registrant's   disclosure
         controls and  procedures  as of a date within 90 days prior to the
         filing date of this quarterly report (the "Evaluation Date"); and
    c)   presented  in this  quarterly  report  our  conclusions  about the
         effectiveness  of the disclosure  controls and procedures based on
         our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed,  based
    on our most recent  evaluation,  to the  registrant's  auditors and the
    audit  committee  of  registrant's   board  of  directors  (or  persons
    performing the equivalent function):

    a)   all significant deficiencies in the design or  operation  of internal
         controls  which could  adversely affect the registrant's  ability to
         record,  process,  summarize  and report financial data and have\
         identified for the  registrant's  auditors any material weaknesses
         in internal controls; and

    b)   any fraud,  whether or not material,  that involves  management or
         other  employees who have a significant  role in the  registrant's
         internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Dated:  May 13, 2003      BY /S/ J. DOUGLAS WHISENANT
                          -------------------------------------------
                          J. Douglas Whisenant
                          President and Chief Executive Officer


<PAGE>



                                 Certifications
I, Richard Rodekohr, Vice President and Treasurer of Texas Gas Transmission
Corporation ("registrant") certify that:

1.  I have reviewed this quarterly report on Form 10-Q of the registrant;

2.  Based on my  knowledge,  this  quarterly  report does not contain any untrue
    statement of a material  fact or omit to state a material fact  necessary
    to make the  statements  made, in light of the circumstances  under which
    such  statements  were made,  not misleading With respect to the period
    covered by this quarterly report;

3.  Based on my knowledge,  the financial  statements,  and other financial
    information  included in this quarterly  report,  fairly present in all
    material  respects the financial  condition,  results of operations and
    cash flows of the  registrant as of, and for, the periods  presented in
    this quarterly report;

4.  The registrant's  other  certifying  officers and I are responsible for
    establishing  and  maintaining  disclosure  controls and procedures (as
    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
    we have:

    a)   designed such disclosure  controls and procedures to ensure
         that material information relating to the registrant,
         including its  consolidated  subsidiaries,  is made known to us by
         others within those  entities,  particularly  during the period in
         which this quarterly report is being prepared;

    b)   evaluated  the   effectiveness  of  the  registrant's   disclosure
         controls and  procedures  as of a date within 90 days prior to the
         filing date of this quarterly report (the "Evaluation Date"); and

    c)   presented  in this  quarterly  report  our  conclusions  about the
         effectiveness  of the disclosure  controls and procedures based on
         our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed,  based
    on our most recent  evaluation,  to the  registrant's  auditors and the
    audit  committee  of  registrant's   board  of  directors  (or  persons
    performing the equivalent function):

    a)    all significant deficiencies in the design or  operation  of internal
          controls  which could  adversely affect the registrant's  ability to
          record,  process,  summarize  and report financial data and have
          identified for the  registrant's  auditors any material weaknesses
          in internal controls; and

     b)   any fraud,  whether or not material,  that involves  management or
          other  employees who have a significant  role in the  registrant's
          internal controls; and

6. The registrant's other certifying officers and I have indicated in this
   quarterly  report  whether  or not there  were  significant  changes in
   internal controls or in other factors that could  significantly  affect
   internal controls subsequent to the date of our most recent evaluation,
   including   any   corrective   actions   with  regard  to   significant
   deficiencies and material weaknesses.


Dated:  May 13, 2003       BY /S/ RICHARD RODEKOHR
                           -------------------------------------------
                           Richard D. Rodekohr
                           Vice President and Treasurer
<PAGE>

                                                               EXHIBIT 99.1

THE FOLLOWING  WRITTEN  STATEMENT  ACCOMPANIES THE ISSUER'S  QUARTERLY REPORT ON
FORM 10-Q AND IS NOT FILED AS PROVIDED IN SEC RELEASE NOS. 33-8212, 34-47551 AND
IC-25967, DATED MARCH 21, 2003.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In  connection  with the  Quarterly  Report of Texas  Gas  Transmission
Corporation (the "Company") on Form 10-Q for the period ending March 31, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"), I, J. Douglas Whisenant, President and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:
         (1) The Report fully complies with the requirements of section 13(a) or
   15(d) of the Securities  Exchange Act of 1934; and

         (2) The  information contained in the Report fairly presents, in all
   material respects,  the financial condition and result of operations
   of the Company.


/S/ J. DOUGLAS WHISENANT
J. Douglas Whisenant
President and Chief Executive Officer
(Principal Executive Officer)
May 13, 2003






A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.



<PAGE>


                                                                 EXHIBIT 99.2

THE FOLLOWING  WRITTEN  STATEMENT  ACCOMPANIES THE ISSUER'S  QUARTERLY REPORT ON
FORM 10-Q AND IS NOT FILED AS PROVIDED IN SEC RELEASE NOS. 33-8212, 34-47551 AND
IC-25967, DATED MARCH 21, 2003.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In  connection  with the  Quarterly  Report of Texas  Gas  Transmission
Corporation (the "Company") on Form 10-Q for the period ending March 31, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Richard D. Rodekohr, Vice President and Treasurer of the Company,
and Principal Financial Officer of the company,  certify,  pursuant to 18 U.S.C.
ss.  1350,  as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of 2002,
that:
         (1) The Report fully complies with the requirements of section 13(a) or
   15(d) of the Securities  Exchange Act of 1934; and

         (2) The information Contained in the Report fairly presents, in all
   material respects,  the Financial condition and result of operations of
   the Company.


/S/  RICHARD D. RODEKOHR
Richard D. Rodekohr
Vice President and Treasurer
May 13, 2003






A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.