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 September 30, 2000

                                       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 1-7584

                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION
             (Exact name of registrant as specified in its charter)


             Delaware                               74-1079400
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                   Identification No.)

                         2800 Post Oak Boulevard
                             P. O. Box 1396

            Houston, Texas                                   77251
 (Address of principal executive offices)                  (Zip Code)

        Registrant's telephone number, including area code (713) 215-2000

                                      None
              (Former name, former address and former fiscal year,
                          if changed since last report)


         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
                                              ---    ---

The number of shares of Common Stock, par value $1.00 per share, outstanding as
of September 30, 2000 was 100.

REGISTRANT  MEETS THE CONDITIONS SET FORTH IN GENERAL  INSTRUCTIONS  H(1)(a) AND
(b) OF FORM  10-Q AND IS  THEREFORE  FILING  THIS  FORM  10-Q  WITH THE  REDUCED
DISCLOSURE FORMAT.


<PAGE>




PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements.

         Company or Group of Companies for Which Report Is Filed:

Transcontinental Gas Pipe Line Corporation and Subsidiaries (Transco)

     The accompanying  interim condensed  consolidated  financial  statements of
Transco do not include all notes in annual  financial  statements  and therefore
should be read in conjunction  with the  consolidated  financial  statements and
notes  thereto in Transco's  1999 Annual  Report on Form 10-K and 2000 first and
second Quarterly Reports on Form 10-Q. The accompanying  condensed  consolidated
financial  statements have not been audited by independent  auditors but include
all  adjustments  both  normal  recurring  and others  which,  in the opinion of
Transco's management,  are necessary to present fairly its financial position at
September  30,  2000,  and results of  operations  for the three and nine months
ended  September  30,  2000 and 1999 and cash  flows for the nine  months  ended
September 30, 2000 and 1999.

     Certain matters discussed in this report, excluding historical information,
include   forward-looking    statements.    Although   Transco   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
Litigation  Reform Act of 1995.  Additional  information about issues that could
lead to material  changes in  performance  is contained in Transco's 1999 Annual
Report on Form 10-K and 2000 first and second Quarterly Reports on Form 10-Q.


<PAGE>



                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                   September 30,              December 31,
                                                                                       2000                      1999
                                                                                 -----------------        ------------------
         ASSETS
<S>                                                                               <C>                     <C>
Current Assets:
     Cash                                                                         $        425            $         843
     Receivables:
         Affiliates                                                                      6,344                   14,761
         Others                                                                         56,506                   46,394
     Advances to affiliates                                                            615,538                  481,707
     Transportation and exchange gas receivables:
         Affiliates                                                                        -                        354
         Others                                                                         28,290                   45,611
     Inventories                                                                        72,314                   77,200
     Deferred income taxes                                                              59,273                   68,081
     Other                                                                              18,676                   17,071
                                                                                -----------------       -----------------
         Total current assets                                                          857,366                  752,022
                                                                                -----------------       -----------------

Long-Term advances to affiliates                                                        20,679                   13,689
                                                                                -----------------       -----------------

Investments, at cost plus equity in undistributed earnings                              61,781                   58,093
                                                                                -----------------       -----------------

Property, Plant and Equipment:
     Natural gas transmission plant                                                  4,689,933                4,452,101
     Less-Accumulated depreciation and amortization                                    934,095                  791,061
                                                                                -----------------       -----------------
         Total property, plant and equipment, net                                    3,755,838                3,661,040
                                                                                -----------------       -----------------

Other Assets                                                                           172,910                  174,336
                                                                                -----------------       -----------------

                                                                                  $  4,868,574            $   4,659,180
                                                                                =================       =================


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


<PAGE>



                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

                CONDENSED CONSOLIDATED BALANCE SHEET (Continued)
                             (Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                   September 30,           December 31,
                                                                                       2000                    1999
                                                                                 ----------------       -----------------
          LIABILITIES AND STOCKHOLDER'S EQUITY
<S>                                                                              <C>                    <C>
Current Liabilities:
      Payables:
          Affiliates                                                             $    153,293           $     53,440
          Others                                                                       81,457                102,534
      Advances from affiliates                                                          5,320                     -
      Transportation and exchange gas payables:
          Affiliates                                                                    3,003                    868
          Others                                                                        5,545                  7,569
      Accrued liabilities                                                             182,561                133,176
      Reserve for rate refunds                                                        118,704                159,632
      Current maturities of long-term debt                                            200,000                     -
                                                                                ----------------       ----------------
          Total current liabilities                                                   749,883                457,219
                                                                                ----------------       ----------------

Long-Term Debt, less current maturities                                               774,974                975,330
                                                                                ----------------       ----------------

Other Long-Term Liabilities:
      Deferred income taxes                                                           865,529                879,506
      Other                                                                           118,232                123,897
                                                                                ----------------       ----------------
          Total other long-term liabilities                                           983,761              1,003,403
                                                                                ----------------       ----------------

Commitments and contingencies (Note 3)

Common Stockholder's Equity:
      Common stock $1.00 par value:
          100 shares authorized, issued and outstanding                                     -                      -
      Premium on capital stock and other paid-in capital                            1,652,430              1,652,430
      Retained earnings                                                               707,526                570,798
                                                                                ----------------       ----------------
          Total common stockholder's equity                                         2,359,956              2,223,228
                                                                                ----------------       ----------------

                                                                                 $  4,868,574           $  4,659,180
                                                                                ================       ================


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


<PAGE>

                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                             (Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                            September 30,
                                                                                ----------------------------------------
                                                                                     2000                   1999
                                                                                -----------------      -----------------
<S>                                                                             <C>                    <C>
Operating Revenues:
   Natural gas sales                                                            $     294,956          $     195,715
   Natural gas transportation                                                         157,203                152,964
   Natural gas storage                                                                 36,033                 33,825
   Other                                                                                3,270                  1,705
                                                                                -----------------      -----------------
        Total operating revenues                                                      491,462                384,209
                                                                                -----------------      -----------------

Operating Costs and Expenses:
   Cost of natural gas sales                                                          294,956                195,715
   Cost of natural gas transportation                                                  10,405                  6,893
   Operation and maintenance                                                           44,112                 41,241
   Administrative and general                                                          27,185                 31,242
   Depreciation and amortization                                                       42,359                 40,268
   Taxes - other than income taxes                                                      8,736                  9,107
   Other                                                                                  668                    901
                                                                                -----------------      -----------------
        Total operating costs and expenses                                            428,421                325,367
                                                                                -----------------      -----------------

Operating Income                                                                       63,041                 58,842
                                                                                -----------------      -----------------

Other (Income) and Other Deductions:
   Interest expense                                                                    20,738                 20,282
   Interest income - affiliates                                                       (11,157)                (6,640)
   Allowance for equity and borrowed funds used during construction (AFUDC)            (5,720)                (1,479)
   Equity in earnings of unconsolidated affiliates                                     (2,146)                  (442)
   Miscellaneous other (income) deductions, net                                        (1,274)                    37
                                                                                -----------------      -----------------
        Total other (income) deductions                                                   441                 11,758
                                                                                -----------------      -----------------

Income before Income Taxes                                                             62,600                 47,084

Provision for Income Taxes                                                             23,738                 17,762
                                                                                -----------------      -----------------
Net Income                                                                      $      38,862          $      29,322
                                                                                =================      =================


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


<PAGE>


                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                             (Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                          Nine Months Ended
                                                                                            September 30,
                                                                                ----------------------------------------
                                                                                     2000                   1999
                                                                                -----------------      -----------------
<S>                                                                             <C>                    <C>
Operating Revenues:
   Natural gas sales                                                            $     749,540          $     512,063
   Natural gas transportation                                                         552,235                506,681
   Natural gas storage                                                                108,165                102,718
   Other                                                                                5,805                  6,571
                                                                                -----------------      -----------------
        Total operating revenues                                                    1,415,745              1,128,033
                                                                                -----------------      -----------------

Operating Costs and Expenses:
   Cost of natural gas sales                                                          749,547                512,063
   Cost of natural gas transportation                                                  36,415                 28,534
   Operation and maintenance                                                          129,083                123,550
   Administrative and general                                                          90,583                 98,806
   Depreciation and amortization                                                      123,205                120,655
   Taxes - other than income taxes                                                     29,203                 26,116
   Other                                                                                2,479                  2,673
                                                                                -----------------      -----------------
        Total operating costs and expenses                                          1,160,515                912,397
                                                                                -----------------      -----------------

Operating Income                                                                      255,230                215,636
                                                                                -----------------      -----------------

Other (Income) and Other Deductions:
   Interest expense                                                                    57,521                 52,209
   Interest income - affiliates                                                       (30,170)               (18,034)
   Allowance for equity and borrowed funds used during construction (AFUDC)           (11,835)                (3,473)
   Equity in earnings of unconsolidated affiliates                                     (5,917)                (1,155)
   Miscellaneous other (income) deductions, net                                        (2,582)                 1,756
                                                                                -----------------      -----------------
        Total other deductions                                                          7,017                 31,303
                                                                                -----------------      -----------------

Income before Income Taxes                                                            248,213                184,333

Provision for Income Taxes                                                             93,430                 70,458
                                                                                -----------------      -----------------

Net Income                                                                      $     154,783          $     113,875
                                                                                =================      =================


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


<PAGE>


                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                Nine Months Ended
                                                                                                  September 30,
                                                                                         ---------------------------------
                                                                                             2000                1999
                                                                                         -------------       -------------
     <S>                                                                                 <C>                 <C>
     Cash flows from operating activities:
        Net income                                                                       $  154,783          $  113,875
        Adjustments to reconcile net income to net cash provided by (used in)
          operating activities:
            Depreciation and amortization                                                   126,464             124,528
            Deferred income taxes                                                            (5,168)              4,270
            Reserve for transportation and exchange imbalances                                6,429                  -
            Equity in earnings of unconsolidated affiliates, net of distributions            (1,662)             (1,155)
            Allowance for equity funds used during construction (AFUDC)                      (8,163)             (2,414)
            Changes in operating assets and liabilities:
               Receivables                                                                   (9,799)                (31)
               Receivables sold                                                               8,100              13,000
               Transportation and exchange gas receivables                                   11,246              25,593
               Inventories                                                                    4,498               4,989
               Payables                                                                      86,353              47,309
               Transportation and exchange gas payables                                         111               2,780
               Accrued liabilities                                                           50,652             (28,470)
               Reserve for rate refunds                                                     (40,928)            (78,994)
               Other, net                                                                    (6,205)            (36,571)
                                                                                         -------------       -------------
                     Net cash provided by operating activities                              376,711             188,709
                                                                                         -------------       -------------
     Cash flows from financing activities:
        Advances from affiliate, net                                                             97                  -
                                                                                         -------------       -------------
                     Net cash provided by financing activities                                   97                  -
                                                                                         -------------       -------------
     Cash flows from investing activities:
        Property, plant and equipment:
            Additions, net of equity AFUDC                                                 (236,731)           (108,590)
            Changes in accounts payable                                                      (8,936)             (7,596)
        Advances to affiliates, net                                                        (135,598)            (51,633)
        Investments in affiliates, net                                                       (2,049)            (21,331)
        Other, net                                                                            6,088                 895
                                                                                         -------------       -------------
                     Net cash used in investing activities                                 (377,226)           (188,255)
                                                                                         -------------       -------------

     Net increase (decrease) in cash                                                           (418)                454
     Cash at beginning of period                                                                843               1,470
                                                                                         -------------       -------------
     Cash at end of period                                                               $      425          $    1,924
                                                                                         =============       =============


     Supplemental disclosures of cash flow information:
        Cash paid during the year for:
            Interest (exclusive of amount capitalized)                                   $   55,327          $   76,797
            Income taxes paid                                                                44,753              68,796
            Income tax refunds received                                                        (118)                 -


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


<PAGE>


                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       1. CORPORATE STRUCTURE AND CONTROL

      Transcontinental Gas Pipe Line Corporation (Transco) is a wholly-owned
subsidiary of Williams Gas Pipeline Company (WGP). WGP is
a wholly-owned subsidiary of The Williams Companies, Inc. (Williams).

                            2. BASIS OF PRESENTATION

      The condensed  consolidated  financial  statements include the accounts of
Transco and its majority-owned subsidiaries.  Companies in which Transco and its
subsidiaries  own 20 percent to 50 percent  of the voting  common  stock  and/or
exercise significant influence are accounted for under the equity method.

      The condensed  consolidated  financial  statements have been prepared from
the books and records of Transco without audit. Certain information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles have been condensed or omitted.
These condensed  consolidated financial statements should be read in conjunction
with the  consolidated  financial  statements and the notes thereto  included in
Transco's  1999 Annual  Report on Form 10-K and 2000 first and second  Quarterly
Reports on Form 10-Q.

      Through an agency agreement,  Williams Energy Services Company (WESCO), an
affiliate of Transco,  manages all jurisdictional merchant gas sales of Transco,
receives all margins  associated  with such  business  and, as Transco's  agent,
assumes  all market and credit risk  associated  with  Transco's  jurisdictional
merchant gas sales.  Consequently,  Transco's  merchant gas sales service has no
impact on its operating income or results of operations.

      Because of its rate structure and historical maintenance schedule, Transco
typically experiences lower operating income in the second and third quarters as
compared to the first and fourth quarters.

      In June 1998,  the  Financial  Accounting  Standards  Board (FASB)  issued
Statement of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities." In June 1999, the FASB issued
SFAS No. 137,  which  deferred  the  effective  date of SFAS No.  133.  This was
followed in June 2000 by the issuance of SFAS No. 138,  "Accounting  for Certain
Derivative  Instruments and Certain Hedging  Activities,"  which amends SFAS No.
133.  SFAS No. 133 and 138  establish  accounting  and  reporting  standards for
derivative  financial  instruments.  The standards  require that all  derivative
financial  instruments  be recorded  on the  balance  sheet at their fair value.
Changes in fair value of derivatives will be recorded each period in earnings if
the derivative is not a hedge.  If a derivative is a hedge,  changes in the fair
value of the  derivative  will either be recognized  in earnings  along with the
change in fair value of the hedged  asset,  liability  or firm  commitment  also
recognized  in earnings or recognized  in other  comprehensive  income until the
hedged item is  recognized  in earnings.  For a derivative  recognized  in other
comprehensive  income, the ineffective  portion of a derivative's change in fair
value will be  recognized  immediately  in  earnings.  Transco  will adopt these
standards effective January 1, 2001.
<PAGE>

      Based on  Transco's  implementation  efforts to date and the fair value of
its identified derivative positions existing at September 30, 2000, Transco does
not expect that the impact of  adopting  the  standards  will be material to its
financial position or results of operations. However, changing market prices and
the possibility of entering into new derivative  positions in the fourth quarter
of 2000 and the  fact  that  Transco  continues  to  pursue  its  implementation
efforts,  causes  the  impact to  Transco's  financial  position  or  results of
operations to remain uncertain.

      The  FASB  issued   Interpretation   No.  44,   "Accounting   for  Certain
Transactions  Involving Stock  Compensation." This  interpretation  modifies the
current  practice of  accounting  for  certain  stock  award  agreements  and is
generally effective beginning July 1, 2000. The impact of this interpretation on
Transco's results of operations and financial position was not material.

      Certain  reclassifications have been made in the 1999 financial statements
to conform to the 2000 presentation.

                    3. CONTINGENT LIABILITIES AND COMMITMENTS

      There have been no new developments from those described in Transco's 1999
Annual  Report on Form 10-K or 2000 first and second  Quarterly  Reports on Form
10-Q other than as described below.

Legal Proceedings

      ROYALTY CLAIMS AND LITIGATION In August 1996, a lawsuit was filed against
Transco and certain  Transco  affiliates  by a royalty  owner in a gas producing
field in Brooks  County,  Texas  alleging a claim for incorrect  computation  of
royalties.  Transco was alleged to have  purchased  gas from the field.  Transco
filed an answer denying  liability for the claim.  In August 2000,  this lawsuit
was settled.  Although  Transco did not make any contribution to the settlement,
one producer  participating  in the  settlement has asserted  against  Transco a
claim for  indemnification in the amount of approximately $6.7 million.  Transco
has denied the producer's claim.

Summary

      While no  assurances  may be  given,  Transco  does not  believe  that the
ultimate  resolution of the foregoing  matters and those  described in Transco's
1999 Annual Report on Form 10-K and 2000 first and second  Quarterly  Reports on
Form 10-Q, taken as a whole and after consideration of amounts accrued, recovery
from customers,  insurance coverage or other indemnification arrangements,  will
have a materially  adverse  effect upon  Transco's  future  financial  position,
results of operations or cash flow requirements.
<PAGE>

                       4. DEBT AND FINANCING ARRANGEMENTS

Long-term Debt

      Williams and certain of its subsidiaries,  including Transco,  are parties
to a $700 million credit agreement (Credit  Agreement),  under which Transco can
borrow up to $400 million if the funds available under the Credit Agreement have
not been borrowed by Williams or other  subsidiaries.  This  agreement  excludes
Williams  Communications  Group Inc.  (WCG).  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  London  Interbank  Offered  Rate.  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 Transco.  As of  September  30,  2000,  Transco had no  outstanding
borrowings under this agreement.

Current Maturities of Long-term Debt

      The $200 million of current maturities of long-term debt consists of 7.08%
Debentures  that  mature on July 15,  2026,  but are subject to  redemption,  at
anytime  after  July 15,  2001,  at  Transco's  option,  in whole or part,  at a
specified  redemption  price,  plus  accrued and unpaid  interest to the date of
redemption.  The holder of each 7.08%  Debenture  may elect between May 15, 2001
and June 15, 2001 to have such 7.08%  Debenture  repaid on July 15, 2001 at 100%
of the principal  amount.  The 7.08% Debentures have no sinking fund provisions.
If the  holders  of the  7.08%  Debentures  elect to have the  7.08%  Debentures
repaid,  Transco intends to refinance the debt on a long-term basis by accessing
public and  private  markets  and  utilizing  any shelf  availability  under the
registration  statement  previously  filed  with  the  Securities  and  Exchange
Commission.

Sale of Receivables

      Transco  is a party to an  agreement  that  expires on  January  26,  2001
pursuant  to  which  Transco  can  sell to an  investor  up to $100  million  of
undivided  interest in certain of its trade  receivables.  At September 30, 2000
and December 31, 1999,  interests in these receivables held by the investor were
$100 million and $92 million, respectively.

                                 5. FUEL TRACKER

      1999 FUEL TRACKER  (Docket No.  TM99-6-29) On March 1, 1999,  Transco made
its  annual  filing  pursuant  to its FERC Gas  Tariff to  recalculate  the fuel
retention  percentages  applicable to Transco's  transportation and storage rate
schedules,  to be  effective  April 1, 1999.  Included  in the  filing  were two
adjustments  that  increased the estimated gas required for  operations in prior
periods by  approximately  8 billion cubic feet. By letter order dated March 31,
1999,  the FERC  accepted the filing to be effective  April 1, 1999,  subject to
refund and to further FERC action.

      On  February  23,  2000,  the FERC issued an order  disallowing  the major
portions of the  adjustments  reflected  in the March 1, 1999  filing.  The FERC
determined  that Transco's  tariff does not permit those  adjustments,  and as a
result,  the passthrough of those prior period adjustments must be determined on
a case by case basis,  based on the  relative  equities  involved.  Based on its
analysis  of the facts in this case,  the FERC found in the  February  23,  2000
order that the equities weighed against  Transco.  On October 30, 2000, the FERC
issued an order granting rehearing. The FERC found that its decision to disallow
the  adjustments  amounted to a "penalty" that is not equitable to Transco.  The
FERC therefore permits Transco to make the adjustments,  but requires Transco to
collect the revenue  associated with the adjustments  over a seven-year  period.
Transco  must file  tariff  sheets  and  supporting  documentation  on or before
November 29, 2000 to implement the FERC's  decision.  Transco is evaluating  the
effects of the decision.
<PAGE>

ITEM 2.  Management's Narrative Analysis of Results of Operations.

      The  following   discussion   should  be  read  in  conjunction  with  the
consolidated  financial  statements,  notes and management's  narrative analysis
contained in Items 7 and 8 of Transco's  1999 Annual  Report on Form 10-K and in
Transco's  2000  first and  second  Quarterly  Reports on Form 10-Q and with the
condensed consolidated financial statements and notes contained in this report.

                              RESULTS OF OPERATIONS

Net Income and Operating Income

      Transco's  net income for the nine  months  ended  September  30, 2000 was
$154.8  million  compared  to net income of $113.9  million  for the nine months
ended September 30, 1999.  Operating  income for the nine months ended September
30, 2000 was $255.2 million compared to $215.6 million for the nine months ended
September 30, 1999. The higher  operating  income of $39.6 million was primarily
the  result  of  higher  gas  transportation  and  storage  revenues  and  lower
administrative and general expenses, partly offset by higher cost of natural gas
transportation,   operations   and   maintenance   expense,   depreciation   and
amortization  expense and taxes other than income taxes, as discussed below. The
increase in net income was attributable to the increased  operating  income,  as
well as higher interest income from affiliates,  higher allowance for funds used
during  construction due primarily to a greater amount of capital projects under
construction  and higher  equity in earnings of  unconsolidated  affiliates  due
primarily to earnings from Pine Needle LNG Company and Cardinal Pipeline Company
that were placed in service during 1999, partially offset by higher net interest
expense due primarily to  adjustments to estimates of interest  associated  with
the recovery of prior years' tracked gas costs.

      Because of its rate structure and historical maintenance schedule, Transco
typically experiences lower operating income in the second and third quarters as
compared to the first and fourth quarters.

Transportation Revenues

      Transco's  operating revenues related to its  transportation  services for
the nine months ended September 30, 2000 were $552.2 million, compared to $506.7
million for the nine months ended September 30, 1999. The higher  transportation
revenues  of $45.5  million  were due to a  positive  adjustment  in the  second
quarter of 2000 to the reserve for rate refunds in  Transco's  general rate case
Docket No. RP97-71 ($62.7  million),  and higher demand revenues ($14.4 million)
due to the FERC's  March 17,  2000  order as  discussed  below.  This was partly
offset by a positive adjustment in the second quarter of 1999 to the reserve for
rate refunds in Transco's  general rate case Docket No. RP95-197 ($28.1 million)
and a decrease in  commodity  revenues  ($5.3  million)  due  primarily to lower
production area interruptible  transportation  revenues and the spin down of the
Tilden/McMullen facilities effective April 1, 2000.

      Based on  Transco's  evaluation  of the  FERC's  March 17,  2000 order and
requests by several  parties for rehearing of the FERC's order,  Transco reduced
its reserve for rate refunds  ($62.7  million of  principal  and $8.5 million of
interest) in the second quarter of 2000 to reflect its conclusion  that the risk
associated with certain of the issues in this proceeding has been eliminated.
<PAGE>

      As shown in the table below,  Transco's total  market-area  deliveries for
the nine months ended September 30, 2000 increased 29.8 trillion British Thermal
Units (TBtu) (2.8%) when compared to the same period in 1999.  This is primarily
the result of increased  deliveries related to incremental  projects.  Transco's
production  area  deliveries  for the  nine  months  ended  September  30,  2000
increased  54.0  TBtu  (33.5%)  when  compared  to the same  period  in 1999 due
primarily to increased liquefiables transportation.

      As a result of a straight  fixed-variable (SFV) rate design,  increases or
decreases  in firm  transportation  volumes  in  comparable  facilities  have no
significant  impact  on  operating  income;   however,   because   interruptible
transportation  rates  have  components  of fixed and  variable  cost  recovery,
increases or decreases in interruptible transportation volumes do have an impact
on operating income.

                                                             Nine months
                                                         Ended September 30,
                                                       -------------------------

Transco System Deliveries (Tbtu)                          2000           1999
                                                       ----------     ----------

Market-area deliveries:
     Long-haul transportation                              571.8          626.8
     Market-area transportation                            520.0          435.2
                                                       ----------     ----------
          Total market-area deliveries                   1,091.8        1,062.0
Production-area transportation                             215.0          161.0
                                                       ----------     ----------
          Total system deliveries                        1,306.8        1,223.0
                                                       ==========     ==========

Average Daily Transportation Volumes (TBtu)                  4.8            4.5
Average Daily Firm Reserved Capacity (TBtu)                  6.3            6.3

     Transco's facilities are divided into seven rate zones. Four are located in
the  production  area and  three  are  located  in the  market  area.  Long-haul
transportation is gas that is received in one of the  production-area  zones and
delivered in a market-area zone. Market-area  transportation is gas that is both
received and delivered within market-area zones. Production-area  transportation
is gas that is both received and delivered within production-area zones.

      See Note 5 of the Notes to Condensed Consolidated Financial Statements for
a discussion of recent developments in Transco's rate and regulatory matters. On
October 30, 2000,  Transco  received a favorable  order from the FERC related to
its 1999 fuel tracker filing in Docket No. TM99-6-29.  Transco is evaluating the
effects of the decision.

Sales Revenues

     Transco makes jurisdictional  merchant gas sales to customers pursuant to a
blanket  sales  certificate  issued by the FERC,  with most of those sales being
made  through a Firm Sales (FS)  program  which  gives  customers  the option to
purchase  daily  quantities of gas from Transco at  market-responsive  prices in
exchange for a demand charge payment.
<PAGE>

     Through an agency  agreement with Transco,  WESCO, an affiliate of Transco,
manages Transco's  jurisdictional  merchant gas sales,  excluding Transco's cash
out sales in settlement of gas  imbalances.  The long-term  purchase  agreements
managed by WESCO remain in Transco's name, as do the corresponding sales of such
purchased gas. Therefore, Transco continues to record natural gas sales revenues
and the  related  accounts  receivable  and cost of  natural  gas  sales and the
related accounts payable for the jurisdictional  merchant sales that are managed
by WESCO.  Through the agency agreement,  WESCO receives all margins  associated
with jurisdictional merchant gas sales business and, as Transco's agent, assumes
all market and credit risk associated with Transco's jurisdictional merchant gas
sales.  Consequently,  Transco's  merchant  gas sales  service  has no impact on
Transco's operating income or results of operations.

     Transco's  operating revenues for the nine months ended September 30, 2000,
related to its sales services,  including Transco's cash out sales in settlement
of gas imbalances,  increased $237.5 million to $749.5 million, when compared to
the same period in 1999. The increase was primarily due to higher cash out sales
related to the  settlement of  imbalances,  and a higher  average sales price of
$3.42 per dekatherm (dt) for the nine months ending  September 30, 2000,  versus
$2.19 for the same period of 1999,  partially offset by lower merchant gas sales
volumes.

                                                               Nine months
                                                           Ended September 30,
                                                       -------------------------
Gas Sales Volumes (TBtu)                                 2000             1999
                                                       --------         --------

Long-term sales                                          140.0            150.1
Short-term sales                                          30.4             28.1
                                                        --------        --------
     Total gas sales                                     170.4            178.2
                                                        ========        ========

Storage Revenues

     Transco's  operating  revenues related to storage  services  increased $5.4
million to $108.2  million for the nine  months  ended  September  30, 2000 when
compared to the same period in 1999.  This revenue  increase is primarily due to
$4.2 million of higher  storage  demand  charges and a $1.4 million  increase to
recover higher underground storage rates charged by others.

Other Operating Revenues

     Other  operating  revenues  decreased  $0.8 million to $5.8 million for the
nine months ended  September  30, 2000 when compared to the same period in 1999,
primarily due to lower Parking and Borrowing Service revenues.
<PAGE>

Operating Costs and Expenses

      Excluding  the cost of natural  gas sales of $749.5  million  for the nine
months ended September 30, 2000 and $512.1 million for the comparable  period in
1999, Transco's operating expenses for the nine months ended September 30, 2000,
were approximately $10.6 million higher than the comparable period in 1999. This
increase   was   primarily   attributable   to  higher   cost  of  natural   gas
transportation, operation and maintenance expense, depreciation and amortization
and taxes other than income taxes,  partially offset by lower administrative and
general expense. The higher cost of natural gas transportation was due to a $6.4
million loss accrual associated with the settlement of historical transportation
and  exchange  gas  imbalances  in the first and  second  quarters.  The  higher
operation  and  maintenance   expense  was  primarily   attributable  to  higher
underground  gas  storage  rates  charged  by others  ($1.6  million),  employee
expenses  ($0.8  million),  labor ($0.8  million),  professional  services ($0.8
million), and materials ($0.9 million). The higher depreciation and amortization
was due primarily to plant and property  additions.  The higher taxes other than
income  taxes  was due to a 1999  adjustment  ($2.4  million)  to a  prior  year
estimate  for  franchise,   payroll  and  sales  and  use  tax  accruals.  Lower
administrative and general expense was due to lower professional  services ($3.6
million),  resulting from lower year 2000 computer systems costs,  lower pension
expense  ($2.3  million),  lower  postretirement  benefits  other than  pensions
expense ($1.6 million) and lower office rent ($0.8 million), partially offset by
higher employee expenses ($1.1 million).
<PAGE>

                         CAPITAL RESOURCES AND LIQUIDITY

Method of Financing

      Transco  funds its  capital  requirements  with cash flows from  operating
activities,  including  the  sale of trade  receivables,  by  accessing  capital
markets, by repayments of funds advanced to Williams or WGP, by borrowings under
the Credit  Agreement and short-term  money market  facilities and, if required,
advances from WGP. At September 30, 2000,  there were no outstanding  borrowings
under the Credit  Agreement and no short-term  money market  facilities  were in
place.

     In 1997,  Transco filed a  registration  statement  with the Securities and
Exchange   Commission  and,  at  September  30,  2000,  $200  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.  Transco  believes  any  additional
financing arrangements, if required, can be obtained on reasonable terms.

     As a participant in Williams'  cash  management  program,  Transco has made
advances to Williams or WGP. At September  30, 2000,  there were no advances due
Transco by  Williams.  At September  30,  2000,  the advances due Transco by WGP
totaled $636.2 million of which $20.7 million  associated  with WGP's  long-term
investments was classified as a long-term advance in the accompanying  Condensed
Consolidated Balance Sheet.

Capital Expenditures

     As shown in the table below, Transco's capital expenditures and investments
in affiliates for the nine months ended  September 30, 2000 were $247.7 million,
compared to $137.5 million for the nine months ended September 30, 1999.

                                                                Nine months
                                                            Ended September 30,
                                                          ----------------------
Capital Expenditures and Investments in Affiliates          2000          1999
                                                          --------     ---------
                                                              (In Millions)

Market-area projects                                      $  101.6     $   25.5
Supply-area projects                                           2.1         (1.8)
Maintenance of existing facilities and other projects        142.0         92.5
Investment in affiliates                                       2.0         21.3
                                                          --------     ---------
 Total capital expenditures and investments in affiliates $  247.7     $  137.5
                                                          ========     =========

      Transco's capital expenditures budget for 2000 and future capital projects
are  discussed in its 1999 Annual  Report on Form 10-K and 2000 first and second
Quarterly Reports on Form 10-Q. The following describes significant developments
related to those projects and any new projects proposed by Transco.
<PAGE>

      SOUTHCOAST EXPANSION PROJECT Transco's  SouthCoast  Expansion Project was
placed in service on  November 1, 2000.  SouthCoast  creates  approximately  200
million cubic feet per day (MMcf/d) of additional firm  transportation  capacity
on Transco's  system from the terminus of Transco's  existing Mobile Bay Lateral
in Choctaw County, Alabama, to delivery points in Transco's Rate Zone 4 (Alabama
and Georgia). The project has an estimated cost of approximately $108 million.

      MOMENTUM EXPANSION PROJECT   In August  2000,  Transco  announced  an open
season for parties  interested in  subscribing  to firm  transportation  service
under its  Momentum  Expansion  Project,  a proposed  expansion  of the  Transco
pipeline system from Station 65 in Louisiana to Station 165 in Virginia designed
to meet increasing  natural gas demand in the  southeastern  United States.  The
project has a target  in-service date of May 1, 2003.  Transco plans to file for
FERC approval of the project during the second quarter of 2001.

      MARKETLINK EXPANSION PROJECT On May 13, 1998, Transco filed an application
with the FERC for  approval to  construct  and operate  mainline  and Leidy Line
facilities to create an additional 676 MMcf/d of firm transportation capacity to
serve increased  demand in the  mid-Atlantic  and south Atlantic  regions of the
United States by a targeted  in-service  date of November 1, 2000. The estimated
cost of the proposed  facilities is $529 million. On December 17, 1999, the FERC
issued an interim  order giving  Transco  conditional  approval for  MarketLink,
along with the Independence  Pipeline Project and ANR Pipeline  Company's Supply
Link Project, but withholding final certificate authorization until Independence
Pipeline Company  (Independence)  and ANR Pipeline Company (ANR) file long-term,
executed contracts with nonaffiliated  shippers for at least 35% of the capacity
of their respective projects.  Transco filed for rehearing of the interim order.
On April 26,  2000,  the FERC  issued  an order on  rehearing  which  authorized
Transco to proceed with the Market Link project  subject to certain  conditions.
On May 23, 2000,  Transco filed a letter with the FERC  accepting the MarketLink
certificate.  On June 22, 2000,  Congressman Bill Pascrell, Jr. and the State of
New Jersey  filed  separate  petitions  with the U.S.  Court of Appeals  for the
District of Columbia seeking review of the FERC orders relating to this project.
On August 10, 2000, Transco filed a motion to dismiss, for lack of jurisdiction,
the  petitions  for  review  because  petitioners  failed to file  requests  for
rehearing of the FERC's final certificate order prior to initiating court review
of such order as required by the Natural Gas Act. On September 20, 2000, Transco
filed  an  application  to amend  the  certificate  of  public  convenience  and
necessity  issued  in  this  proceeding  to  enable  Transco  to (a)  phase  the
construction  of the  MarketLink  project to  satisfy  phased  in-service  dates
requested by the project  shippers,  and (b) redesign the recourse rate based on
phased construction of the project.  The initial two phases of the project would
consist of 286 MMcf/d of firm  transportation  service with in-service  dates of
November 1, 2001 and November 1, 2002.  Transco did not propose in the amendment
to change the overall facilities certificated by the FERC in this proceeding.
<PAGE>

      INDEPENDENCE PIPELINE PROJECT  In March 1997, as amended in December 1997,
Independence  filed an  application  with FERC for  approval  to  construct  and
operate a new pipeline  consisting  of  approximately  400 miles of 36-inch pipe
from ANR Pipeline  Company's existing  compressor  station at Defiance,  Ohio to
Transco's facilities at Leidy,  Pennsylvania.  The Independence Pipeline Project
is proposed to provide approximately 916 MMcf/d of firm transportation  capacity
by a requested  in-service date of November 2000.  Independence is owned equally
by wholly-owned subsidiaries of Transco, ANR, and National Fuel Gas Company. The
estimated   cost  of  the  project  is  $678  million,   and  Transco's   equity
contributions  are  estimated  to be  approximately  $68  million  based  on its
expected  one-third  ownership  interest in the project.  As mentioned  above in
connection  with the  MarketLink  Project,  on  December  17, 1999 the FERC gave
conditional  approval  for  the  Independence   Pipeline  project,   subject  to
Independence  filing long-term,  executed contracts with nonaffiliated  shippers
for at  least  35% of  the  capacity  of the  project.  Independence  filed  for
rehearing  of the interim  order.  On April 26,  2000,  the FERC issued an order
denying  rehearing  and  requiring  that  Independence  submit by June 26, 2000,
agreements with  nonaffiliated  shippers for at least 35% of the capacity of the
project.  Independence  met this  requirement,  and on July 12,  2000,  the FERC
issued  an order  granting  the  necessary  certificate  authorizations  for the
Independence  Pipeline Project.  On September 28, 2000, the FERC issued an order
denying all requests for  rehearing  and  requests  for  reconsideration  of the
Independence certificate order filed by various parties.

      SUNDANCE EXPANSION PROJECT  On April 3, 2000, Transco filed an application
with  the  FERC  for  its  Sundance  Expansion   Project,   which  would  create
approximately  228  MMcf/d  of  additional  firm  transportation  capacity  from
Transco's Station 65 in Louisiana to delivery points in Georgia,  South Carolina
and North  Carolina.  Approximately  38 miles of new pipeline along the existing
mainline  system  will  be  installed  along  with   modifications  to  existing
compressor stations in Georgia,  South Carolina and North Carolina.  The project
has a target  in-service date of May 2002 and an estimated cost of approximately
$134 million.  On September 29, 2000, the FERC made a preliminary  determination
that the Sundance  expansion  project is required by the public  convenience and
necessity,  and that  Transco  should be  granted a  certificate  subject to the
completion of the FERC's pending environmental review.

Other Capital Requirements and Contingencies

      Transco's capital requirements and contingencies are discussed in its 1999
Annual Report on Form 10-K and 2000 first and second  Quarterly  Reports on Form
10-Q.  Other than as described in Note 3 of the Notes to Condensed  Consolidated
Financial  Statements,  there have been no new developments from those described
in Transco's 1999 Annual Report on Form 10-K and 2000 first and second Quarterly
Reports  on  Form  10-Q  with   regard  to  other   capital   requirements   and
contingencies.

      Rate and Regulatory Refunds On November 1, 2000, Transco made rate refunds
of $95 million,  including interest, for the period May 1, 1997 through February
29, 2000 under its Docket No.  RP97-71  general rate case.  Transco has provided
reserves which it believes are adequate for any additional rate refunds that may
be required.

CONCLUSION

      Although no assurances can be given,  Transco 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
WGP and  borrowings  under  the  Credit  Agreement  will  provide  Transco  with
sufficient liquidity to meet its capital requirements.  When necessary,  Transco
also expects to access public and private markets on reasonable terms to finance
its capital requirements.
<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.      LEGAL PROCEEDINGS.

             See  discussion  in Note 3 of the Notes to  Condensed  Consolidated
Financial Statements included herein.

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

             (a)   Exhibits.

                   None

             (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.

                                              TRANSCONTINENTAL GAS PIPE LINE
                                              CORPORATION (Registrant)




Dated:  November 13, 2000                     By /s/ James C. Bourne
                                              ----------------------
                                              James C. Bourne
                                              Controller
                                              (Principal Accounting Officer)