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, 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 MARCH 31, 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.  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 March 31, 2000,  and results of operations and cash flows
for the three months ended March 31, 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.





<PAGE>



                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (Thousands of Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   March 31,              December 31,
                                                                                      2000                    1999
                                                                                -----------------       -----------------

         ASSETS

<S>                                                                               <C>                     <C>
Current Assets:
     Cash                                                                         $      1,197            $         843
     Receivables:
         Affiliates                                                                      7,947                   14,761
         Others                                                                         28,182                   46,394
     Advances to affiliates                                                            533,836                  481,707
     Transportation and exchange gas receivables:
         Affiliates                                                                        347                      354
         Others                                                                         36,408                   45,611
     Inventories                                                                        68,201                   77,200
     Deferred income taxes                                                              74,736                   68,081
     Other                                                                              16,020                   17,071
                                                                                -----------------       -----------------
         Total current assets                                                          766,874                  752,022
                                                                                -----------------       -----------------

Long-term advances to affiliates                                                        19,948                   13,689
                                                                                -----------------       -----------------

Investments, at cost plus equity in undistributed earnings                              60,591                   58,093
                                                                                -----------------       -----------------

Property, Plant and Equipment :
     Natural gas transmission plant                                                  4,488,339                4,452,101
     Less-Accumulated depreciation and amortization                                    824,179                  791,061
                                                                                -----------------       -----------------
         Total property, plant and equipment, net                                    3,664,160                3,661,040
                                                                                -----------------       -----------------

Other Assets                                                                           173,476                  174,336
                                                                                -----------------       -----------------

                                                                                  $  4,685,049            $   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>

                                                                                   March 31,            December 31,
                                                                                     2000                   1999
                                                                                ----------------       ----------------

            LIABILITIES AND STOCKHOLDER'S EQUITY
<S>                                                                              <C>                    <C>
Current Liabilities:
        Payables:
            Affiliates                                                           $     66,169           $     53,440
            Others                                                                     77,737                102,534
        Advances from affiliates                                                        6,388                     -
        Transportation and exchange gas payables:
            Affiliates                                                                  3,377                    868
            Others                                                                      5,196                  7,569
        Accrued liabilities                                                           130,012                133,176
        Reserve for rate refunds                                                      170,831                159,632
                                                                                ----------------       ----------------
            Total current liabilities                                                 459,710                457,219
                                                                                ----------------       ----------------

Long-Term Debt, less current maturities                                               975,214                975,330
                                                                                ----------------       ----------------

Other Long-Term Liabilities:
        Deferred income taxes                                                         874,758                879,506
        Other                                                                         118,144                123,897
                                                                                ----------------       ----------------
            Total other long-term liabilities                                         992,902              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                                                             604,793                570,798
                                                                                ----------------       ----------------
            Total common stockholder's equity                                       2,257,223              2,223,228
                                                                                ----------------       ----------------

                                                                                 $  4,685,049           $  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
                                                                                         March 31,
                                                                          ----------------------------------------
                                                                                2000                   1999
                                                                          -----------------      -----------------
<S>                                                                       <C>                    <C>
Operating Revenues:
   Natural gas sales                                                      $     201,082          $     148,071
   Natural gas transportation                                                   172,490                168,061
   Natural gas storage                                                           36,243                 35,002
   Other                                                                          1,222                  2,989
                                                                          -----------------      -----------------
        Total operating revenues                                                411,037                354,123
                                                                          -----------------      -----------------

Operating Costs and Expenses:
   Cost of natural gas sales                                                    201,089                148,071
   Cost of natural gas transportation                                            15,114                 10,984
   Operation and maintenance                                                     43,634                 41,533
   Administrative and general                                                    33,712                 34,631
   Depreciation and amortization                                                 40,320                 40,213
   Taxes - other than income taxes                                               10,195                  7,848
   Other                                                                          1,272                  1,016
                                                                          -----------------      -----------------
        Total operating costs and expenses                                      345,336                284,296
                                                                          -----------------      -----------------

Operating Income                                                                 65,701                 69,827
                                                                          -----------------      -----------------

Other (Income) and Other Deductions:
   Interest expense                                                              25,230                 18,052
   Interest income - affiliates                                                  (8,699)                (5,732)
   Allowance for equity and borrowed funds used during
    construction (AFUDC)                                                         (2,717)                  (855)
   Equity in earnings of unconsolidated affiliates                               (1,893)                   (99)
   Miscellaneous other (income) deductions, net                                    (174)                   840
                                                                          -----------------      -----------------
        Total other deductions                                                   11,747                 12,206
                                                                          -----------------      -----------------

Income before Income Taxes                                                       53,954                 57,621

Provision for Income Taxes                                                       19,959                 22,479
                                                                          -----------------      -----------------

Net Income                                                                $      33,995          $      35,142
                                                                          =================      =================


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>

                                                                                                Three Months Ended
                                                                                                    March 31,
                                                                                         ---------------------------------
                                                                                             2000                1999
                                                                                         -------------       -------------
<S>                                                                                      <C>                 <C>
Cash flows from operating activities:
          Net income                                                                     $   33,995          $   35,142
          Adjustments to reconcile  net income to net cash provided by (used in)
            operating activities:
              Depreciation and amortization                                                  41,649              41,332
              Deferred income taxes                                                         (11,403)             (1,060)
              Allowance for equity funds used during construction (AFUDC)                    (1,939)               (602)
              Changes in operating assets and liabilities:
                 Receivables                                                                 18,926               2,570
                 Receivables sold                                                             6,100               2,000
                 Transportation and exchange gas receivables                                  9,210              22,078
                 Inventories                                                                  8,999               5,894
                 Payables                                                                    (4,260)             27,393
                 Transportation and exchange gas payables                                       136                (711)
                 Accrued liabilities                                                         (3,019)            (39,453)
                 Reserve for rate refunds                                                    11,199             (76,728)
                 Other, net                                                                  (5,996)            (32,095)
                                                                                         -------------       -------------
                       Net cash provided by (used in)  operating activities                 103,597             (14,240)
                                                                                         -------------       -------------


Cash flows from financing activities:
          Advances from affiliate, net                                                        1,164                  -
                                                                                         -------------       -------------
                       Net cash provided by financing activities                              1,164                  -
                                                                                         -------------       -------------

Cash flows from investing activities:
          Property, plant and equipment:
              Additions, net of equity AFUDC                                                (43,625)            (25,093)
              Changes in accounts payable                                                    (7,804)             (5,861)
          Advances to affiliates, net                                                       (53,165)             63,752
          Investments in affiliates                                                            (608)            (21,098)
          Other, net                                                                            795               2,109
                                                                                         -------------       -------------
                       Net cash provided by (used in) investing activities                 (104,407)             13,809
                                                                                         -------------       -------------

Net increase (decrease) in cash                                                                 354                (431)
Cash at beginning of period                                                                     843               1,470
                                                                                         -------------       -------------

Cash at end of period                                                                    $    1,197          $    1,039
                                                                                         =============       =============

Supplemental disclosures of cash flow information:
          Cash paid during the year for :
              Interest (exclusive of amount capitalized)                                 $  23,839           $  42,385
              Income taxes paid                                                             13,457              17,551


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 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.

      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.

      The Financial  Accounting  Standards  Board issued  Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative  Instruments and
Hedging  Activities".  This  standard,  as  amended  by SFAS  No.  137,  will be
effective for Transco beginning January 1, 2001. This standard requires that all
derivatives be recognized as assets or liabilities in the balance sheet and that
those  instruments  be measured at fair  value.  The effect of this  standard on
Transco's results of operations and financial position is being evaluated.

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

                    3. CONTINGENT LIABILITIES AND COMMITMENTS

      There have been no new developments from those described in Transco's 1999
Annual Report on Form 10-K other than as described below.


RATE AND REGULATORY MATTERS

      GENERAL  RATE CASE  (DOCKET NO.  RP97-71)  On  November  1, 1996,  Transco
submitted to the FERC a general rate case filing principally designed to recover
costs associated with increased  capital  expenditures.  These increased capital
expenditures primarily relate to system reliability, integrity and Clean Air Act
compliance.

      When stated on a comparable basis, the rates Transco placed into effect on
May 1, 1997,  subject to refund,  represented an annual cost of service increase
of  approximately  $47  million  over the cost of service  underlying  the rates
contained in the  settlement of Transco's  last general rate filing  (Docket No.
RP95-197).

      The filing also included (1) a pro-forma  proposal to roll-in the costs of
Transco's  Leidy Line and  Southern  expansion  incremental  projects  and (2) a
pro-forma  proposal to make  interruptible  transportation  (IT) backhaul  rates
equal to the IT forward haul rates.

      On November 29, 1996, the FERC issued an order accepting Transco's filing,
suspending  its  effectiveness  until  May 2,  1997  (subsequently  revised,  on
rehearing,   to  May  1,  1997)  and  establishing  a  hearing  to  examine  the
reasonableness of Transco's proposed rates. In addition,  the order consolidated
Transco's  pro forma  roll-in  proposal  with the Phase II hearing in Docket No.
RP95-197.

      On January  20,  1998,  Transco  filed a  Stipulation  and  Agreement  for
approval by the FERC,  which resolves all cost of service,  throughput and other
issues in this proceeding,  except rate of return, capital structure and certain
minor cost allocation and rate design issues.  On June 12, 1998, the FERC issued
an order approving the settlement.  On October 30, 1998,  Transco issued refunds
in  connection  with the  settlement in the amount of $89.5  million,  including
interest,  for which Transco had previously  provided a reserve.  The issues not
resolved  by  the  settlement  were  litigated  by  the  parties  before  a FERC
Administrative  Law Judge (ALJ).  On March 30, 1999,  the ALJ issued her initial
decision  which is  consistent  with the rate of return  and  capital  structure
policies FERC announced in Docket No. RP95-197. Applying these policies, the ALJ
recommended utilization of Transco's own capital structure,  consisting of 60.2%
equity,  and a return on equity of 12.40%. On March 17, 2000, the FERC issued an
order which,  among other  things,  affirmed  the ALJ's  decision on the rate of
return  and  capital  structures  issues.  On April 17,  2000,  several  parties
requested rehearing of, among other things, issues related to the FERC's rate of
return decision in the March 17, 2000,  order.  Transco is evaluating the effect
of the order and requests for rehearing.  Transco  believes its reserve for rate
refunds is adequate for any refunds that may be required.

<PAGE>

      GENERAL RATE CASE (DOCKET NO.  RP95-197) On March 1, 1995,  Transco  filed
with the FERC a  general  rate  case  that  proposed  changes  in the  rates for
Transco's  transportation,  sales and storage  service rate schedules  effective
April 1, 1995.  The  changes  in rates,  if  accepted  as  proposed,  would have
generated  additional  annual  jurisdictional  revenues  of  approximately  $132
million over the pre-filed  rates in effect,  based,  among other things,  on an
increase in Transco's  cost of capital  resulting from an increase in the equity
component of the capital  structure  used (the filing was based on Transco's own
capital  structure)  and in the cost of equity from the pre-filed rate of return
on equity of 14.45% to the proposed rate of return on equity of 15.25%.

      On March 31,  1995,  the FERC issued an order on  Transco's  filing  which
accepted and  suspended  the tariff sheets  relating to Transco's  rates,  to be
effective  September  1,  1995,  subject  to  refund,  and  established  hearing
procedures.

      On June 19, 1996,  Transco filed with the FERC a Stipulation and Agreement
which resolved cost of service  (except  capital  structure and rate of return),
throughput  level and mix, and certain cost  allocation  and rate design issues.
The  agreement  also reserved  certain  other issues for hearing,  including the
issue of  rolled-in  pricing  for  incremental  Leidy  Line  services.  With the
exception of one party that filed comments opposing the settlement and one party
that took no position on the merits of the  settlement,  all active  parties and
the FERC's staff either  supported the  settlement or did not oppose it. Transco
began billing the settlement rates to non-contesting parties effective August 1,
1996.

      On  October  9,  1996,  Transco  filed  with  the FERC a  Stipulation  and
Agreement which, subject to the outcome of the litigation of the reserved issues
in this  proceeding,  settled the issues of cost of service and throughput  with
the one party that opposed the  resolution  of those issues in the June 19, 1996
settlement.

      On  November  1,  1996,  the FERC  issued an order  approving  the June 19
agreement,  and on  December  23,  1996,  FERC  approved  the  October  9,  1996
agreement.  On February 3, 1997,  the FERC denied  rehearing  of its November 1,
1996 order. As a result,  Transco made refunds on May 30, 1997 of  approximately
$79.0 million,  including interest,  under Docket No. RP95-197 for which Transco
had previously provided a reserve.

      Following  a hearing  before an ALJ,  the ALJ's  initial  decision  and an
August 1, 1997,  order from the FERC, the FERC issued a rehearing  order on July
29,  1998,  addressing  Transco's  capital  structure  and  rate of  return  for
ratemaking  purposes.  As to capital  structure,  the FERC  affirmed  the use of
Transco's  own capital  structure,  consisting of 57.58%  equity,  in developing
Transco's  rate of return in this  proceeding.  As discussed  in greater  detail
below,  the FERC also modified its previously  used  methodology for determining
return  on  equity.   Applying  its  revised  methodology  to  Transco  in  this
proceeding,  the FERC  established  a rate of return on equity  for  Transco  of
12.49%.  A joint request for rehearing of the July 29, 1998 order was filed with
the FERC and,  on December 1, 1998,  the FERC denied  rehearing.  On January 29,
1999,  most of the same  parties  that were  involved  in the joint  request for
rehearing  filed a notice of appeal with the United  States Court of Appeals for
the District of Columbia (D.C. Circuit Court).  Transco made refunds on March 1,
1999 of  approximately  $96.0  million,  including  interest,  under  Docket No.
RP95-197 for which Transco had previously  provided a reserve.  During the first
half  of  1999,  Transco  engaged  in an  analysis  of  the  court  appeal  and,
particularly,   its  likely   results.   Based  on  developments  in  regulatory
proceedings  in the second  quarter of 1999  involving  Transco and others,  and
advice received from counsel,  Transco  adjusted its remaining  reserve for rate
refunds  ($28.1 million of principal and $5.9 million of interest) in the second
quarter  of 1999  to  take  into  account  the  FERC's  revised  rate of  return
methodology  as applied in the July 29, 1998,  and  December 1, 1998 orders.  On
February 7, 2000,  the D.C.  Circuit  Court  denied the appeal  filed in January
1999.

<PAGE>

      The hearing  concerning  the other cost  allocation and rate design issues
not  resolved by the June 19, 1996 and October 9, 1996  agreements  concluded in
November 1996. A supplemental  hearing to consider  Transco's  roll-in  proposal
filed in Docket No. RP97-71,  as discussed above, was completed in June 1997. On
March 24, 1998, the ALJ issued an initial decision on all of these issues. As to
the main issue addressed in the decision,  rolled-in pricing, the ALJ determined
that the proponents of roll-in, including Transco, must satisfy the burden under
Section 5 of the NGA and demonstrate  that Transco's  existing  incremental rate
treatment  is unjust  and  unreasonable  and that the  proposed  rolled-in  rate
treatment is just and reasonable.  The ALJ ruled that neither Transco nor any of
the other roll-in  proponents  had satisfied  that burden and,  therefore,  that
Transco's  existing  incremental rate treatment must remain in effect.  On April
16, 1999, the FERC issued an order reversing the ALJ,  concluding that Transco's
proposal  did not have to meet the  Section  5 burden  discussed  above and that
under the appropriate  standard,  Section 4, Transco had  demonstrated  that its
proposal  was just and  reasonable.  As a result,  the FERC  remanded to the ALJ
issues  regarding the  implementation  of Transco's  roll-in  proposal.  Several
parties have filed requests for rehearing of the FERC's April 16, 1999 order. On
April 4,  2000,  the ALJ  issued an  initial  decision  on the  remanded  issues
relating to the  implementation of Transco's roll-in proposal.  The ALJ ruled in
favor of Transco's  positions,  with the exception of one of Transco's  proposed
cost allocation  changes and a requirement  that the roll-in of the costs of the
incremental  projects  into  Transco's  system rates be phased over a three-year
period. The ALJ's initial decision is subject to review by the FERC.

      PRODUCTION AREA RATE DESIGN (DOCKET NOS. RP92-137,  RP93-136 AND RP98-381)
Transco has  expressed to the FERC concerns that  inconsistent  treatment  under
Order 636 of Transco and its competitor pipelines with regard to rate design and
cost  allocation  issues in the production  area may result in rates which could
make Transco less competitive,  both in terms of  production-area  and long-haul
transportation.  A hearing  before an ALJ (Docket Nos.  RP92-137 and  RP93-136),
dealing  with,  among  other  things,  Transco's  production-area  rate  design,
concluded  in June 1994.  On July 19, 1995,  the ALJ issued an initial  decision
finding that Transco's  proposed  production area rate design,  and its existing
use of a system  wide cost of service  and  allocation  of firm  capacity in the
production area are unjust and unreasonable.  The ALJ therefore recommended that
Transco divide its costs between its production area and market area, and permit
its customers to renominate their firm entitlements.

<PAGE>

      On July 3, 1996,  the FERC issued an order on review of the ALJ's  initial
decision concerning,  among other things, Transco's production area rate design.
The FERC  rejected  the ALJ's  recommendations  that  Transco  divide  its costs
between  its  production  area and market  area,  and permit  its  customers  to
renominate  their firm  entitlements.  The FERC also  concluded that Transco may
offer firm service on its supply  laterals  through an open season and eliminate
its IT feeder service in favor of an interruptible  service option that does not
afford  shippers  feeding  firm  transportation  on  Transco's  production  area
mainline a priority  over other  interruptible  transportation.  On December 18,
1996,  the FERC denied  rehearing  of its July 3, 1996 Order.  Several  parties,
including  Transco,  filed petitions for review in the D.C. Circuit Court of the
FERC's orders addressing  production area rate design issues. Those appeals were
held in abeyance  pending the outcome of the proceedings in Transco's Docket No.
RP98-381.  In light of the FERC's orders rejecting  Transco's proposal in Docket
No. RP98-381,  Transco withdrew its appeal and the remaining appeal was restored
to the active  docket.  On March 24,  2000,  the D.C.  Circuit  Court issued its
opinion in the remaining  appeal.  The court  determined that the FERC failed to
adequately explain its decision to reject Transco's  production area rate design
proposal  for its supply  laterals,  and  remanded the case back to the FERC for
further action.

      TILDEN/MCMULLEN  FACILITIES SPIN-DOWN PROCEEDING (DOCKET NOS. CP98-236 AND
242) In  February  1998,  Transco  filed an  application  with the FERC  seeking
authorization  to abandon  Transco's  onshore  Tilden/McMullen  Gathering System
located in Texas by conveyance  to Williams Gas  Processing - Gulf Coast Company
(Gas Processing).  Gas Processing filed a contemporaneous  request that the FERC
declare  that  the  facilities  sought  to  be  abandoned  would  be  considered
nonjurisdictional  gathering facilities upon transfer to Gas Processing.  In May
1999,  the FERC  issued  an order in which it  determined  that  certain  of the
facilities would be gathering facilities upon transfer to Gas Processing,  i.e.,
1) those  facilities  upstream of and including  the Tilden Plant,  2) the South
McMullen and Goebel Laterals located  downstream of the Tilden Plant, and 3) the
small,  short laterals which branch out from the McMullen Lateral  downstream of
the  Tilden  Plant  at  several  points  along  its  length.  However,  the FERC
determined that the McMullen  Lateral itself,  as well as two compressor  units,
are jurisdictional  facilities,  but authorized their abandonment subject to Gas
Processing obtaining a certificate to operate those facilities. On June 3, 1999,
Transco and Gas  Processing  filed for rehearing of the order with regard to the
facilities classified by the FERC as jurisdictional  facilities,  and on October
5, 1999, the FERC denied the rehearing request.  On March 7, 2000, Transco filed
a limited NGA Section 4 filing with the FERC,  notifying  the FERC that  Transco
intended to effectuate  the spin-down to Gas  Processing of the  Tilden-McMullen
facilities  determined  by the FERC to be gathering  facilities  to be effective
April 1, 2000, and adjusting  Transco's  rates on a prospective  basis effective
with the  spin-down to reflect a decrease in Transco's  overall cost of service,
rate base and operation and  maintenance  expense  resulting from the spin-down.
The net book value of the  facilities  included  in this  limited  NGA filing is
approximately  $18 million and annual  operating  income  associated  with these
facilities is estimated to be less than $1 million.  On April 6, 2000,  the FERC
issued an order  accepting the March 7, 2000,  filing  effective  April 1, 2000,
subject to refund and the outcome of the Docket No. RP97-71 proceeding.

<PAGE>

LEGAL PROCEEDINGS

      ROYALTY  CLAIMS AND LITIGATION  Transco was notified by  Freeport-McMoRan,
Inc.  (FMP) in February  1995,  that  pursuant to a settlement  with the Mineral
Management Service (MMS) of the MMS' claim for royalties due under gas contracts
between  Transco  and  FMP  which  had  been  modified  pursuant  to  settlement
agreements made in 1986 and 1989, FMP was asserting a claim for  indemnification
of  approximately  $6  million,  including  interest,  under the excess  royalty
provisions of those settlement agreements. On or about March 30, 1995, FMP filed
a petition for specific  performance  seeking  recovery  against Transco for the
sums claimed under the  settlement  agreements.  In May 1998, FMP filed a motion
for summary judgement which Transco opposed.  In September 1998, the trial court
granted FMP's motion finding that at least a portion of FMP's payment to the MMS
was subject to indemnification. Transco appealed the trial court's ruling and in
March,  2000, the appellate court reversed the trial court and remanded the case
for trial.

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,  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.

                       4. DEBT AND FINANCING ARRANGEMENTS

LONG-TERM DEBT

      Williams and certain of its subsidiaries,  including Transco,  are parties
to a $1 billion 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.  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  March  31,  2000,  Transco  had  no  outstanding
borrowings under this agreement.


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 March 31, 2000 and
December 31, 1999,  interests in these receivables held by the investor were $98
million and $92 million, respectively.

<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 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 three  months ended March 31, 2000 was $34.0
million compared to net income of $35.1 million for the three months ended March
31, 1999.  Operating  income for the three months ended March 31, 2000 was $65.7
million compared to $69.8 million for the three months ended March 31, 1999. The
lower  operating  income of $4.1 million was primarily the result of lower other
operating  revenues and higher  operating  costs and expenses,  partly offset by
higher gas  transportation  and storage  revenues and lower  administrative  and
general expense,  as discussed below. In addition to lower operating income, the
decrease  in net income was  attributable  to higher net  interest  expense  due
primarily to adjustments to prior year estimates of interest associated with the
recovery of prior  years'  tracked  gas costs.  This was  partially  offset by a
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.

      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 three  months ended March 31, 2000 were $172.5  million,  compared to $168.1
million for the three  months ended March 31,  1999.  The higher  transportation
revenues were due to an increase in demand revenues ($6.4 million) due primarily
to a lower reserve for rate refunds, partially offset by a decrease in commodity
revenues  ($1.5  million) due primarily to lower  production-area  interruptible
transportation revenues.

      As shown in the table below,  Transco's total  market-area  deliveries for
the three months ended March 31, 2000  increased 11.4 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 three months ended March 31, 2000 increased
21.0 TBtu  (47.0%)  when  compared to the same period in 1999 due  primarily  to
increased liquifiables transportation.

<PAGE>

      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.
<TABLE>
<CAPTION>

                                                                       Three Months
                                                                     Ended March 31,
                                                                 -------------------------

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

<S>                                                                  <C>            <C>
Market-area deliveries:
     Long-haul transportation                                        213.3          235.6
     Market-area transportation                                      210.1          176.4
                                                                 ----------     ----------
         Total market-area deliveries                                423.4          412.0
 Production-area transportation                                       65.7           44.7
                                                                 ----------     ----------
         Total system deliveries                                     489.1          456.7
                                                                 ==========     ==========


Average Daily Transportation Volumes (TBtu)                            5.4            5.1

Average Daily Firm Reserved Capacity (TBtu)                            6.5            6.0
</TABLE>


     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 3 of the Notes to Condensed  Consolidated  Financial  Statements  for a
discussion of recent  developments in Transco's rate and regulatory  matters. On
March 17, 2000,  Transco received a favorable order from the FERC related to the
rate of return and  capital  structure  issues in Docket No.  RP97-71.  In April
2000,  requests for  rehearing of the March 17, 2000,  order were filed with the
FERC.  Based on an initial review of the requests for rehearing and  preliminary
calculations  of the  financial  impact of the  FERC's  March 17 order,  Transco
estimates  that its reserve for rate  refunds  will be reduced by $45 million to
$50 million in the second quarter of 2000.

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.  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 three months ended March 31, 2000 related
to its sales services,  including  Transco's cash out sales in settlement of gas
imbalances, increased $53.0 million to $201.1 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,  higher sales  volumes,  and a higher average
sales price of $2.55 per  dekatherm  for the three months ending March 31, 2000,
versus $1.76 for the same period of 1999.

                                                     Three Months
                                                    Ended March 31,
                                                -------------------------
Gas Sales Volumes (TBtu)                         2000             1999
                                                --------         --------

Long-term sales                                   50.2             51.5
Short-term sales                                   8.7              4.1
                                                --------         --------
     Total gas sales                              58.9             55.6
                                                ========         ========

STORAGE REVENUES

     Transco's  operating  revenues related to storage  services  increased $1.2
million to $36.2 million for the three months ended March 31, 2000 when compared
to the same period in 1999.  This  revenue  increase is  attributable  to a $0.5
million  increase  from higher  underground  storage rates charged by others and
$0.7 million higher storage demand charges.

OTHER OPERATING REVENUES

     Other  operating  revenues  decreased  $1.8 million to $1.2 million for the
three months ended March 31, 2000 when compared to the same period in 1999. This
decrease is primarily due to lower Parking and Borrowing  Service revenues ($1.0
million) and lower liquids transportation ($0.6 million).

<PAGE>

OPERATING COSTS AND EXPENSES

      Excluding  the cost of  natural  gas sales of $201  million  for the three
months ended March 31, 2000 and $148 million for the comparable  period in 1999,
Transco's  operating  expenses for the three  months ended March 31, 2000,  were
approximately  $8.0  million  higher than the  comparable  period in 1999.  This
increase   was   primarily   attributable   to  higher   cost  of  natural   gas
transportation,  operation and  maintenance  expense 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 $4.1  million  loss  accrual
associated  with the  settlement of historical  transportation  and exchange gas
imbalances.   The  higher  operation  and  maintenance   expense  was  primarily
attributable to higher labor ($0.4 million),  materials ($0.3 million), employee
expenses ($0.5  million),  and  underground  gas storage rates charged by others
($0.6  million).  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  ($1.9  million),  resulting  from lower year 2000
computer  systems  costs,  partially  offset by higher labor ($0.3  million) and
employee expenses ($0.4 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 Williams. At March 31, 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  Securities  and
Exchange  Commission and, at March 31, 2000, the amount of $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 March 31,  2000,  there were no advances  due
Transco by Williams.  At March 31, 2000, the advances due Transco by WGP totaled
$553.8  million  of  which  $19.9  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 three  months  ended March 31, 2000 were $52.0  million,
compared to $52.1 million for the three months ended March 31, 1999.
<TABLE>
<CAPTION>

                                                                           Three Months
                                                                          Ended March 31,
                                                                       ----------------------
Capital Expenditures and Investments in Affiliates                      2000          1999
                                                                       ---------    ---------
                                                                           (In Millions)
<S>                                                                    <C>          <C>
Market-area projects                                                   $   23.1     $    5.2
Supply-area projects                                                        2.0          1.3
Maintenance of existing facilities and other projects                      26.3         24.5
Investment in affiliates                                                    0.6         21.1
                                                                       ---------    ---------
      Total capital expenditures and investments in affiliates         $   52.0     $   52.1
                                                                       =========    =========
</TABLE>

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

<PAGE>

      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.

      INDEPENDENCE  PIPELINE PROJECT 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, or the application  seeking  authorization to build the project will be
dismissed.

      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.


OTHER CAPITAL REQUIREMENTS AND CONTINGENCIES

      Transco's capital requirements and contingencies are discussed in its 1999
Annual  Report on Form 10-K.  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 with regard to
other capital requirements and contingencies.

      RATE  AND  REGULATORY  REFUNDS  Transco  has  provided  reserves  which it
believes are adequate for any 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  Williams  or WGP,  advances  or  capital
contributions  from  Williams 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:  May 12, 2000                          By /s/ James C. Bourne
                                              ----------------------
                                              James C. Bourne
                                              Controller
                                              (Principal Accounting Officer)











<PAGE>