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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    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. Employerincorporation or organization)
    
    Identification No.)2800 Post Oak BoulevardP. O. Box 1396Houston, 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 þ No o
 Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act.
 Large accelerated filer o Accelerated filer o Non-accelerated filer þ
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
 Yes o No þ
 The number of shares of Common Stock, par value $1.00 per share, outstanding as of
April 30, 2006 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.




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2




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##### 



TRANSCONTINENTAL GAS PIPE LINE CORPORATION
  
 PagePART I. FINANCIAL INFORMATION:Item 1. Financial Statements Condensed Consolidated Statement of Income for the three months ended March 31, 2006 and 2005
    
    
    4Condensed Consolidated Balance Sheet as of March 31, 2006 and December 31, 2005
    
    
    5Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2006 and 2005
    
    
    7Notes to Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Narrative Analysis of the Results of Operations
    
    
    23Item 4. Controls and Procedures
    
    
    28PART II. OTHER INFORMATION
    
    
    30Item 1. Legal Proceedings.
    
    
    30Item 1A. Risk Factors.
    
    
    30Item 5. Other Information.
    
    
    30Item 6. Exhibits
    
    
    31Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906
    3




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PART 1  FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements.
  
 
 Three Months EndedMarch 31,2006
    
    
    2005(Restated)Operating Revenues:Natural gas sales
    
    $
    27,932
    
    
    $
    120,506Natural gas transportation
    
    
    195,197
    
    
    
    195,258Natural gas storage
    
    
    30,155
    
    
    
    30,874Other
    
    
    6,307
    
    
    
    2,307Total operating revenues
    
    
    259,591
    
    
    
    348,945Operating Costs and Expenses:Cost of natural gas sales
    
    
    27,927
    
    
    
    120,506Cost of natural gas transportation
    
    
    3,803
    
    
    
    4,986Operation and maintenance
    
    
    52,725
    
    
    
    47,357Administrative and general
    
    
    31,912
    
    
    
    26,058Depreciation and amortization
    
    
    50,899
    
    
    
    48,669Taxes  other than income taxes
    
    
    13,947
    
    
    
    12,247Other (income) expense, net
    
    
    (1,477
    )
    
    
    221Total operating costs and expenses
    
    
    179,736
    
    
    
    260,044Operating Income
    
    
    79,855
    
    
    
    88,901Other (Income) and Other Deductions:Interest expense
    
    
    15,073
    
    
    
    20,120Interest
income  affiliates
    
    
    (1,944
    )
    
    
    (2,662
    )Allowance for equity and borrowed funds used during construction (AFUDC)
    
    
    (2,460
    )
    
    
    (1,691
    )Equity in earnings of unconsolidated affiliates
    
    
    (1,784
    )
    
    
    (1,647
    )Miscellaneous other (income) deductions, net
    
    
    (2,327
    )
    
    
    (818
    )Total other (income) and other deductions
    
    
    6,558
    
    
    
    13,302Income before Income Taxes
    
    
    73,297
    
    
    
    75,599Provision for Income Taxes
    
    
    27,585
    
    
    
    28,459Net Income
    
    $
    45,712
    
    
    $
    47,140
  4




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March 31,
    
    
    December 31,2006
    
    
    2005ASSETSCurrent Assets:Cash
    
    $
    1,794
    
    
    $
    362Receivables:Affiliates
    
    
    2,633
    
    
    
    4,374Advances to affiliates
    
    
    35,878
    
    
    
    130,307Others, less allowance of $397 ($509 in 2005)
    
    
    100,400
    
    
    
    93,827Transportation and exchange gas receivables
    
    
    7,188
    
    
    
    9,906Inventories
    
    
    106,432
    
    
    
    82,680Deferred income taxes
    
    
    15,700
    
    
    
    15,283Other
    
    
    49,972
    
    
    
    17,663Total current assets
    
    
    319,997
    
    
    
    354,402Investments, at cost plus equity in undistributed earnings
    
    
    44,115
    
    
    
    44,108Property, Plant and Equipment:Natural gas transmission plant
    
    
    6,177,274
    
    
    
    6,134,951Less-Accumulated depreciation and amortization
    
    
    1,813,459
    
    
    
    1,776,946Total property, plant and equipment, net
    
    
    4,363,815
    
    
    
    4,358,005Other Assets
    
    
    263,614
    
    
    
    257,835Total assets
    
    $
    4,991,541
    
    
    $
    5,014,350
  5




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March 31,
    
    
    December 31,2006
    
    
    2005LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Payables:Affiliates
    
    $
    50,146
    
    
    $
    27,812Other
    
    
    87,118
    
    
    
    80,876Transportation and exchange gas payables
    
    
    31,306
    
    
    
    49,657Accrued liabilities
    
    
    122,999
    
    
    
    168,730Reserve for rate refunds
    
    
    7,058
    
    
    
    3,763Total current liabilities
    
    
    298,627
    
    
    
    330,838Long-Term Debt
    
    
    1,000,825
    
    
    
    1,000,623Other Long-Term Liabilities:Deferred income taxes
    
    
    960,661
    
    
    
    955,503Other
    
    
    170,930
    
    
    
    172,764Total other long-term liabilities
    
    
    1,131,591
    
    
    
    1,128,267Contingent liabilities and commitments (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
    
    
    
    1,652,430Retained earnings
    
    
    908,312
    
    
    
    902,600Accumulated other comprehensive loss
    
    
    (244
    )
    
    
    (408
    )Total common stockholders equity
    
    
    2,560,498
    
    
    
    2,554,622Total liabilities and stockholders equity
    
    $
    4,991,541
    
    
    $
    5,014,350
  6




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Three Months EndedMarch 31,2006
    
    
    2005(Restated)Cash flows from operating activities:Net income
    
    $
    45,712
    
    
    $
    47,140Adjustments to reconcile net income to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    49,431
    
    
    
    49,413Deferred income taxes
    
    
    4,633
    
    
    
    2,598Allowance for equity funds used during construction
(Equity AFUDC)
    
    
    (1,799
    )
    
    
    (1,029
    )Changes in current assets and liabilities:Receivables  affiliates
    
    
    1,741
    
    
    
    (410
    ) others
    
    
    (15,662
    )
    
    
    (17,618
    )Transportation and exchange gas receivables
    
    
    2,718
    
    
    
    (6,765
    )Inventories
    
    
    (23,752
    )
    
    
    19,295Payables  affiliates
    
    
    22,334
    
    
    
    38,867 others
    
    
    43,351
    
    
    
    3,644Transportation and exchange gas payables
    
    
    (18,351
    )
    
    
    (8,855
    )Accrued liabilities
    
    
    (44,618
    )
    
    
    (45,930
    )Reserve for rate refunds
    
    
    3,295
    
    
    
    (5,007
    )Other, net
    
    
    (40,919
    )
    
    
    (10,022
    )Net cash provided by operating activities
    
    
    28,114
    
    
    
    65,321Cash flows from financing activities:Retirement of long-term debt
    
    
    
    
    
    
    (200,000
    )Debt issue costs
    
    
    (5
    )
    
    
    (234
    )Change in cash overdrafts
    
    
    (19,959
    )
    
    
    (12,126
    )Common stock dividends paid
    
    
    (40,000
    )
    
    
    (20,000
    )Net cash used in financing activities
    
    
    (59,964
    )
    
    
    (232,360
    )Cash flows from investing activities:Property, plant and equipment:Additions, net of equity AFUDC
    
    
    (45,021
    )
    
    
    (35,881
    )Changes in accounts payable
    
    
    (17,150
    )
    
    
    (4,852
    )Advances to affiliates, net
    
    
    94,429
    
    
    
    210,025Advances to others, net
    
    
    138
    
    
    
    241Other, net
    
    
    886
    
    
    
    (2,480
    )Net cash provided by investing activities
    
    
    33,282
    
    
    
    167,053Net increase in cash
    
    
    1,432
    
    
    
    14Cash at beginning of period
    
    
    362
    
    
    
    176Cash at end of period
    
    $
    1,794
    
    
    $
    190
  7




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TRANSCONTINENTAL GAS PIPE LINE CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. BASIS OF PRESENTATION
        8




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Three MonthsEnded March 31,2006
    
    
    2005(Restated)Net income
    
    $
    45,712
    
    
    $
    47,140Equity interest in unrealized gain on
interest rate hedge, net of tax
    
    
    164
    
    
    
    335Total comprehensive income
    
    $
    45,876
    
    
    $
    47,475
 FERC Accounting Guidance
 9




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2. RESTATEMENT
       10




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Three Months Ended March 31, 2005(As Reported)
    
    
    Adjustment
    
    
    (As Restated)Operating Revenues:Natural gas sales
    
    $
    120,506
    
    
    $
    
    
    
    $
    120,506Natural gas transportation
    
    
    195,258
    
    
    
    
    
    
    
    195,258Natural gas storage
    
    
    30,874
    
    
    
    
    
    
    
    30,874Other
    
    
    2,307
    
    
    
    
    
    
    
    2,307Total operating revenues
    
    
    348,945
    
    
    
    
    
    
    
    348,945Operating Costs and Expenses:Cost of natural gas sales
    
    
    120,506
    
    
    
    
    
    
    
    120,506Cost of natural gas transportation
    
    
    2,021
    
    
    
    2,965
    
    
    
    4,986Operation and maintenance
    
    
    47,357
    
    
    
    
    
    
    
    47,357Administrative and general
    
    
    25,908
    
    
    
    150
    
    
    
    26,058Depreciation and amortization
    
    
    48,921
    
    
    
    (252
    )
    
    
    48,669Taxes  other than income taxes
    
    
    12,247
    
    
    
    
    
    
    
    12,247Other (income) expense, net
    
    
    221
    
    
    
    
    
    
    
    221Total operating costs and expenses
    
    
    257,181
    
    
    
    2,863
    
    
    
    260,044Operating Income
    
    
    91,764
    
    
    
    (2,863
    )
    
    
    88,901Other (Income) and Other Deductions:Interest expense
    
    
    20,120
    
    
    
    
    
    
    
    20,120Interest income  affiliates
    
    
    (2,662
    )
    
    
    
    
    
    
    (2,662
    )Allowance for equity and borrowed funds used during construction (AFUDC)
    
    
    (1,691
    )
    
    
    
    
    
    
    (1,691
    )Equity in earnings of unconsolidated affiliates
    
    
    (1,647
    )
    
    
    
    
    
    
    (1,647
    )Miscellaneous other (income) deductions, net
    
    
    (818
    )
    
    
    
    
    
    
    (818
    )Total other (income) and other deductions
    
    
    13,302
    
    
    
    
    
    
    
    13,302Income before Income Taxes
    
    
    78,462
    
    
    
    (2,863
    )
    
    
    75,599Provision for Income Taxes
    
    
    29,542
    
    
    
    (1,083
    )
    
    
    28,459Net Income
    
    $
    48,920
    
    
    $
    (1,780
    )
    
    $
    47,140
 11




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Three Months Ended March 31, 2005(As Reported)
    
    
    Adjustment
    
    
    (As Restated)Cash flows from operating activities:Net income
    
    $
    48,920
    
    
    $
    (1,780
    )
    
    $
    47,140Adjustments to reconcile net income to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    49,448
    
    
    
    (35
    )
    
    
    49,413Deferred income taxes
    
    
    2,598
    
    
    
    
    
    
    
    2,598Allowance for equity funds used during construction
(Equity AFUDC)
    
    
    (1,029
    )
    
    
    
    
    
    
    (1,029
    )Changes in operating assets and liabilities:Receivables
 affiliates
    
    
    (410
    )
    
    
    
    
    
    
    (410
    ) other
    
    
    (17,377
    )
    
    
    (241
    )
    
    
    (17,618
    )Transportation and exchange gas receivables
    
    
    (6,765
    )
    
    
    
    
    
    
    (6,765
    )Inventories
    
    
    14,961
    
    
    
    4,334
    
    
    
    19,295Payables
 affiliates
    
    
    38,867
    
    
    
    
    
    
    
    38,867 other
    
    
    3,644
    
    
    
    
    
    
    
    3,644Transportation and exchange gas payables
    
    
    (5,968
    )
    
    
    (2,887
    )
    
    
    (8,855
    )Accrued liabilities
    
    
    (47,720
    )
    
    
    1,790
    
    
    
    (45,930
    )Reserve for rate refunds
    
    
    (5,007
    )
    
    
    
    
    
    
    (5,007
    )Other, net
    
    
    (8,753
    )
    
    
    (1,269
    )
    
    
    (10,022
    )Net cash provided by operating activities
    
    
    65,409
    
    
    
    (88
    )
    
    
    65,321Cash flows from financing activities:Retirement of long-term debt
    
    
    (200,000
    )
    
    
    
    
    
    
    (200,000
    )Debt issue costs
    
    
    (234
    )
    
    
    
    
    
    
    (234
    )Change in cash overdrafts
    
    
    (12,126
    )
    
    
    
    
    
    
    (12,126
    )Common stock dividends paid
    
    
    (20,000
    )
    
    
    
    
    
    
    (20,000
    )Net cash used in financing activities
    
    
    (232,360
    )
    
    
    
    
    
    
    (232,360
    )Cash flows from investing activities:Property, plant and equipment:Additions, net of equity AFUDC
    
    
    (35,728
    )
    
    
    (153
    )
    
    
    (35,881
    )Changes in accounts payable
    
    
    (4,852
    )
    
    
    
    
    
    
    (4,852
    )Advances to affiliates, net
    
    
    210,025
    
    
    
    
    
    
    
    210,025Advances to others, net
    
    
    
    
    
    
    241
    
    
    
    241Other, net
    
    
    (2,480
    )
    
    
    
    
    
    
    (2,480
    )Net cash provided by investing activities
    
    
    166,965
    
    
    
    88
    
    
    
    167,053Net increase in cash
    
    
    14
    
    
    
    
    
    
    
    14Cash at beginning of period
    
    
    176
    
    
    
    
    
    
    
    176Cash at end of period
    
    $
    190
    
    
    $
    
    
    
    $
    190
 12




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CONTINGENT LIABILITIES AND COMMITMENTS
 Rate and Regulatory Matters
 General rate case (Docket No. RP01-245)
     13




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Gathering facilities spin-down order (Docket Nos. CP96-206-000 and CP96-207-000)
  North Padre Island/Central Texas Systems Spin-down Proceeding (Docket Nos. CP01-32 and
CP01-34)
 14




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North High Island/West Cameron Systems and Central Louisiana System Spin-down Proceedings
(Docket Nos. CP01-103 and CP01-104, and CP01-368 and CP01-369)
 15




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FERC enforcement matter
 Legal Proceedings.
 Royalty claims and litigation
   16




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Hurricanes lawsuits
 Environmental Matters
   17




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18




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Safety Matters
 Pipeline Integrity Regulations
 Summary
  Other Commitments
 Commitments for construction and gas purchases
 4. DEBT AND FINANCING ARRANGEMENTS
 Revolving Credit and Letter of Credit Facilities
   Issuance of Long-Term Debt
  19




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5. STOCK-BASED COMPENSATION
 Plan Information
   Accounting for Stock-Based Compensation
 .
  20




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Three monthsEndedMarch 31, 2005(thousands)Net income, as restated
    
    $
    47,140Add: Stock-based employee compensation included in the
Condensed Consolidated Statement of Income, net of
related tax effects
    
    
    97Deduct: Stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects
    
    
    (400
    )Pro forma net income, as restated
    
    $
    46,837
 Stock Options
   WeightedAverage
    
    
    AggregateExercise
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Value( Thousands )
    
    
    
    
    
    (Millions)Outstanding at December 31, 2005
    
    
    3,394
    
    
    $
    16.56Granted
    
    
    98
    
    
    $
    21.67Exercised
    
    
    (173
    )
    
    $
    13.52
    
    
    $
    1.5Cancelled
    
    
    (9
    )
    
    $
    32.53Employee transfers, net
    
    
    (68
    )
    
    $
    Outstanding at March 31, 2006
    
    
    3,242
    
    
    $
    17.09
    
    
    $
    26.9Exercisable March 31, 2006
    
    
    2,626
    
    
    $
    17.20
    
    
    $
    23.3
  21




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Stock Options Outstanding
    
    
    
    
    
    
    Stock Options ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    WeightWeighted
    
    
    Average
    
    
    
    
    
    
    Weighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    
    
    
    
    Average
    
    
    RemainingExercise
    
    
    Contractual
    
    
    
    
    
    
    Exercise
    
    
    ContractualOptions
    
    
    Price
    
    
    Life
    
    
    Options
    
    
    Price
    
    
    LifeRange of Exercise Prices
    
    (Thousands)
    
    
    
    
    
    
    (Years)
    
    
    
    
    
    
    
    
    
    (Years)$2.27 to $10.00
    
    
    1,573
    
    
    $
    7.30
    
    
    
    6.1
    
    
    
    1,374
    
    
    $
    6.92
    
    
    
    5.9$14.80 to $15.89
    
    
    212
    
    
    $
    15.68
    
    
    
    2.9
    
    
    
    212
    
    
    $
    15.68
    
    
    
    2.9$19.29 to $31.56
    
    
    900
    
    
    $
    21.78
    
    
    
    6.4
    
    
    
    483
    
    
    $
    23.45
    
    
    
    4.0$34.54 to $42.29
    
    
    557
    
    
    $
    37.74
    
    
    
    2.0
    
    
    
    557
    
    
    $
    37.74
    
    
    
    2.0Total
    
    
    3,242
    
    
    $
    17.09
    
    
    
    5.3
    
    
    
    2,626
    
    
    $
    17.20
    
    
    
    4.5
  Assumptions:Expected dividend yield
    
    
    1.4
    %Expected volatility
    
    
    36.3
    %Risk-free interest rate
    
    
    4.63
    %Expected life (years)
    
    
    6.5
  Deferred Shares
   22




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WeightedAverageGrant-DateFairDeferred Shares
    
    Shares
    
    
    ValueNonvested at December 31, 2005
    
    
    180,722
    
    
    $
    14.68Granted
    
    
    129,205
    
    
    $
    21.67Vested
    
    
    (34,500
    )
    
    $
    9.93Forfeited
    
    
    (330
    )
    
    $
    21.67Nonvested at March 31, 2006
    
    
    275,097
    
    
    $
    18.55
   
 ITEM 2. Managements Narrative Analysis of Results of Operations.
 General
  Restatement of Financial Results
    23




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RESULTS OF OPERATIONS
 Operating Income and Net Income
  Transportation Revenues
   Three monthsEnded March 31,Transco System Deliveries (TBtu)
    
    2006
    
    
    2005Market-area deliveries:Long-haul transportation
    
    
    197.5
    
    
    
    209.8Market-area transportation
    
    
    245.9
    
    
    
    267.5Total market-area deliveries
    
    
    443.4
    
    
    
    477.3Production-area transportation
    
    
    59.4
    
    
    
    60.4Total system deliveries
    
    
    502.8
    
    
    
    537.7Average Daily Transportation Volumes (Tbtu)
    
    
    5.6
    
    
    
    6.0Average Daily Firm Reserved Capacity (Tbtu)
    
    
    7.0
    
    
    
    6.9
  24




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##### Table of Contents



Sales Revenues
     Three monthsEnded March 31,Gas Sales Volumes (TBtu)
    
    2006
    
    
    2005Long-term sales
    
    
    
    
    
    
    7.8Short-term sales
    
    
    0.6
    
    
    
    2.7Total gas sales
    
    
    0.6
    
    
    
    10.5
 Storage Revenues
  25




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##### Table of Contents



Other Revenues
  Operating Costs and Expenses
  Other Income and Other Deductions
  Method of Financing
    26




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##### Table of Contents



Capital Expenditures
  Three monthsEnded March 31,2006
    
    
    2005(In Millions)Capital Expenditures
    
    
    
    
    
    (Restated)Market-area projects
    
    $
    1.5
    
    
    $
    2.6Supply-area projects
    
    
    29.5
    
    
    
    3.7Maintenance of existing facilities and other projects
    
    
    31.2
    
    
    
    34.4Total capital expenditures
    
    $
    62.2
    
    
    $
    40.7
  Leidy to Long Island Expansion Project
 Potomac Expansion Project
 Sentinel Expansion Project
 27




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##### Table of Contents



ITEM 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
      28




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##### Table of Contents



Changes in Internal Control over Financial Reporting
  29




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##### Table of Contents



.
       30




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##### Table of Contents



(4)
    
    Instruments defining the rights of Security holders, including
indentures
 -
    1
    Indenture dated April 11, 2006 between Transco and
JP Morgan Chase Bank, N.A., as trustee (Exhibit 4.1 to Transco Form 8-K
filed April 11, 2006).
 (10)
    
    Material contracts
 -
    1
    Registration Rights Agreement dated April 11, 2006 between
Transco, Banc of America Securities LLC, Greenwich Capital
Markets, Inc. and other parties listed therein, as Initial
Purchasers ( Exhibit 10.1 to Transco Form 8-K filed April 11,
2006).-
    2
    Credit Agreement, dated May 1, 2006, among The Williams
Companies, Inc., Northwest Pipeline Corporation
Transcontinental Gas Pipe Line Corporation, and Williams
Partners L.P., as Borrowers, and Citibank, N.A., as
Administrative Agent (Exhibit 10.1 to The Williams Companies,
Inc. Form 8-K filed May 1, 2006 Commission File Number
1-4174).
 (31)
    
    Section 302 Certifications
 -
    1
    Certification of Principal Executive Officer pursuant to
Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.-
    2
    Certification of Principal Financial Officer pursuant to
Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
 (32)
    
    Section 906 Certification
 -
    
    Certification of Principal Executive Officer and
Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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##### Table of Contents



TRANSCONTINENTAL GAS PIPE LINE
CORPORATION (Registrant)Dated: May 5, 2006
    
    By /s/ Jeffrey P. HeinrichsJeffrey P. HeinrichsController(Principal Accounting Officer)
 32