TEXAS GAS TRANSMISSION CORP
10-Q, 1996-05-14
NATURAL GAS DISTRIBUTION
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               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, 1996

                                      OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the transition period from ___________ to ___________

      Commission file number 1-4169

                      TEXAS GAS TRANSMISSION CORPORATION
            (Exact name of registrant as specified in its charter)

             Delaware                              61-0405152
      (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)            Identification No.)


  3800 Frederica Street, Owensboro, Kentucky          42301
  (Address of principal executive offices)          (Zip Code)

  Registrant's telephone number, including area code: (502) 926-8686


Indicate  by  check  mark whether the registrant (1)  has  filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act  of
1934  during  the  preceding 12 months (or for such shorter  period  that  the
registrant  was  required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.  Yes  X    No_

Indicate  the number of shares outstanding of each of the issuer's classes  of
common  stock, as of the latest practicable date.  1,000 shares as of May  10,
1996

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(a)  and
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
<PAGE>
                      TEXAS GAS TRANSMISSION CORPORATION

                                     INDEX



                                                                   Page
                                                                  Number

Part I.  Financial Information

Item 1.  Financial Statements.....................................    3

Post-acquisition and Pre-acquisition Operations:
   Balance Sheets at
      March 31, 1996 and December 31, 1995........................  3-4

   Statements of Income
      For the Three Months Ended March 31, 1996,
      For the Period January 18, 1995 to March 31, 1995, and
      For the Period January 1, 1995 to January 17, 1995 .........    5

   Statements of Cash Flows
      For the Three Months Ended March 31, 1996,
      For the Period January 18, 1995 to March 31, 1995, and
      For the Period January 1, 1995 to January 17, 1995 .........    6

   Condensed Notes to Financial Statements........................ 7-10

Item 2.  Management's Narrative Analysis of
         the Results of Operations................................11-13

Part II.  Other Information

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

Signatures........................................................   15
<PAGE>
Item 1. Financial Statements

                      TEXAS GAS TRANSMISSION CORPORATION
                                       
                                BALANCE SHEETS
                            (Thousands of Dollars)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                             March 31,        December 31,
              ASSETS                           1996              1995
<S>                                      <C>                <C>
Current Assets:
  Cash and temporary cash investments     $      540         $      206
  Receivables:
    Trade                                      3,671              6,798
    Affiliates                                 1,505              1,546
    Other                                        474              1,150
  Advances to affiliates                     125,330            113,289
  Transportation and exchange gas
    receivable                                 4,586              3,113
  Costs recoverable from customers:
    Gas purchase                                -                 1,729
    Gas supply realignment                    10,380             15,730
    Other                                      8,712             10,912
  Inventories                                 14,852             14,707
  Deferred income taxes                        4,589             12,744
  Gas stored underground                      14,926               -
  Other                                        3,321              2,636
    Total current assets                     192,886            184,560

Advances to Affiliates                       125,000            125,000

Investments, at Cost                           1,552              5,853

Property, Plant and Equipment, at cost:
  Natural gas transmission plant             915,724            925,829
  Less -- Accumulated depreciation and
    amortization                              35,095             26,643
    Property, plant and equipment, net       880,629            899,186

Other Assets:
  Gas stored underground                     104,458            103,421
  Costs recoverable from customers            72,247             73,879
  Other                                        7,103              6,218
    Total other assets                       183,808            183,518

    Total Assets                          $1,383,875         $1,398,117
</TABLE>                                       
   The accompanying condensed notes are an integral part of these financial
                                  statements.
<PAGE>
                      TEXAS GAS TRANSMISSION CORPORATION
                                       
                                BALANCE SHEETS
                            (Thousands of Dollars)
                                  (Unaudited)
                                       
<TABLE>
<CAPTION>
                                              March 31,        December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY            1996               1995
<S>                                         <C>                <C>
Current Liabilities:
  Payables:
    Trade                                    $    6,088         $    6,857
    Affiliates                                   21,792             20,566
    Other                                         7,199             20,733
  Transportation and exchange gas payable         3,157              8,031
  Accrued liabilities                            69,556             52,250
  Accrued gas supply realignment costs            6,084             16,717
  Costs refundable to customers                   8,202              4,618
  Reserve for regulatory and rate matters        23,248             25,576
    Total current liabilities                   145,326            155,348

Long-Term Debt                                  255,052            255,860

Other Liabilities and Deferred Credits:
  Income taxes refundable to customers            4,096              4,979
  Deferred income taxes                         139,742            138,308
  Postretirement benefits other than pensions    49,222             54,400
  Other                                          46,714             43,984
    Total other liabilities and deferred
      credits                                   239,774            241,671

Contingent Liabilities and Commitments

Stockholder's Equity:
  Common stock, $1.00 par value, 1,000 shares
    authorized, issued and outstanding                1                  1
  Premium on capital stock and other paid-in
    capital                                     734,446            740,446
  Retained earnings                               9,276              4,791
    Total stockholder's equity                  743,723            745,238

    Total Liabilities and Stockholder's
      Equity                                 $1,383,875         $1,398,117
</TABLE>
  The accompanying condensed notes are an integral part of these financial
                                  statements.
<PAGE>
The  acquisition of the Company by The Williams Companies, Inc. was  accounted
for  using the purchase method of accounting.  Accordingly, the purchase price
was  "pushed down" and recorded in the accompanying financial statements which
affects  the comparability of the post-acquisition and pre-acquisition results
of operations and cash flows.
                                      
                      TEXAS GAS TRANSMISSION CORPORATION
                                       
                             STATEMENTS OF INCOME
                            (Thousands of Dollars)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                          Post-Acquisition          Pre-Acquisition
                                                                    For the Period
                                   For the Three    For the Period     January 1,
                                   Months Ended    January 18, 1995     1995 to
                                     March 31,       to March 31,      January 17,
                                       1996             1995              1995
<S>                                <C>              <C>                <C>
Operating Revenues:
  Gas sales                         $  21,772        $  14,272          $  3,239
  Gas transportation                  100,695           66,810            15,932
  Other                                   503              396               130
   Total operating revenues           122,970           81,478            19,301

Operating Costs and Expenses:
  Cost of gas sold                     21,786           14,160             3,188
  Cost of gas transportation           16,602            8,039             2,134
  Operation and maintenance            13,686           11,009             2,433
  Administrative and general           16,193           13,333             3,086
  Provision for severance benefits       -                -                6,772
  Depreciation and amortization        10,730            9,503             1,779
  Taxes other than income taxes         3,911            2,953               721
   Total operating costs and expenses  82,908           58,997            20,113

Operating Income (Loss)                40,062           22,481              (812)

Other (Income) Deductions:
  Interest expense                      5,316            4,634             1,122
  Interest income                      (3,553)          (2,410)             (560)
  Miscellaneous other (income)
    deductions                            300              (25)               56
   Total other deductions               2,063            2,199               618

Income (Loss) Before Income Taxes      37,999           20,282            (1,430)

Provision for Income Taxes             15,057            8,475             1,884

Net Income (Loss)                   $  22,942        $  11,807          $ (3,314)
</TABLE>
                                       
   The accompanying condensed notes are an integral part of these financial
                                  statements.
<PAGE>
The  acquisition of the Company by The Williams Companies, Inc. was  accounted
for  using the purchase method of accounting.  Accordingly, the purchase price
was "pushed down" and recorded in the accompanying  financial statements which
affects  the comparability of the post-acquisition and pre-acquisition results
of operations and cash flows.

                      TEXAS GAS TRANSMISSION CORPORATION
                           STATEMENTS OF CASH FLOWS
                             (Thousands of Dollars)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                             Post-Acquisition          Pre-Acquisition
                                                                       For the Period
                                      For the Three    For the Period     January 1,
                                      Months Ended    January 18, 1995     1995 to
                                        March 31,       to March 31,      January 17,
                                          1996             1995              1995
<S>                                   <C>              <C>                <C>
OPERATING ACTIVITIES:
  Net income (loss)                    $  22,942        $  11,807          $ (3,314)
  Adjustments to reconcile to cash
   provided from operations:
    Depreciation and depletion            10,730            9,503             1,779
    Provision for deferred income taxes    9,589            1,428              (695)
    Changes in receivables sold              400          (12,194)          (14,806)
    Changes in receivables                 2,422            3,630             2,113
    Changes in inventories                  (145)             513               118
    Changes in other current assets        8,531            8,138             2,048
    Changes in accounts payable          (14,302)          (5,857)           (3,607)
    Changes in accrued liabilities        (4,176)           8,416             4,913
    Other, including changes in non-
      current assets and liabilities         838            8,410             5,490
       Net cash provided (used) by
          operating activities            36,829           33,794            (5,961)

FINANCING ACTIVITIES:
  Dividends and returns of capital       (20,000)            -                 -
  Other -- net                              -                  13                59
       Net cash (used) provided by
          financing activities           (20,000)              13                59

INVESTING ACTIVITIES:
  Property, plant and equipment:
    Capital expenditures, net of AFUDC    (4,443)         (11,879)           (1,898)
    Proceeds from sales and salvage
      values, net of costs of removal        (11)             224               (21)
  Advances to affiliates, net            (12,041)         (23,016)            7,852
       Net cash (used) provided by
          investing activities           (16,495)         (34,671)            5,933

Increase (Decrease) in Cash and Cash
  Equivalents                                334             (864)               31
Cash and Cash Equivalents at Beginning
  of Period                                  206              943               912
Cash and Cash Equivalents at End of
  Period                               $     540        $      79          $    943

Supplemental Disclosure of Cash Flow
 Information:
  Cash paid during the period for:
   Interest (net of amount capitalized)$   4,752        $    -             $  4,856
   Income taxes, net                       5,414             -               (7,395)
</TABLE>                                       
   The accompanying condensed notes are an integral part of these financial
                                  statements.
<PAGE>
                      TEXAS GAS TRANSMISSION CORPORATION
                    CONDENSED NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)
                                       

A.  Corporate Structure and Control, Nature of Operations and Basis of
    Presentation

  Corporate Structure and Control

     Effective  May 1, 1995, Texas Gas Transmission Corporation (the  Company)
became  a  wholly owned subsidiary of The Williams Companies, Inc. (Williams).
Prior to May 1, 1995, the Company was a wholly owned subsidiary of Transco Gas
Company,  which  was  a  wholly owned subsidiary  of  Transco  Energy  Company
(Transco).   As  used  herein,  the  term  Williams  refers  to  The  Williams
Companies,  Inc.  together  with  its wholly owned  subsidiaries,  unless  the
context otherwise requires.

  Seasonal Variation

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

   Basis of Presentation

     The financial statements have been prepared from the books and records of
the  Company  without  audit, pursuant to the rules  and  regulations  of  the
Securities   and  Exchange  Commission.   Certain  information  and   footnote
disclosures  normally included in financial statements prepared in  accordance
with  generally accepted accounting principles have been condensed or omitted.
As a result of the change in control of the Company to Williams on January 18,
1995, the Statement of Income and Statement of Cash Flows for the three months
ended March 31, 1995 have been segregated into a pre-acquisition period ending
January  17,  1995 and a post-acquisition period beginning January  18,  1995.
The  accompanying unaudited financial statements include all adjustments, both
normal   recurring  and  others,  which,  in  the  opinion  of  the  Company's
management,  are necessary to present fairly its financial position  at  March
31,  1996, and results of operations and cash flows for the three months ended
March  31, 1996, the period January 18, 1995 to March 31, 1995, and the period
January 1, 1995 to January 17, 1995, and cash flows for the three months ended
March  31, 1996, the period January 18, 1995 to March 31, 1995, and the period
January  1,  1995 to January 17, 1995.  These financial statements  should  be
read  in  conjunction  with  the  financial  statements,  notes  thereto   and
management's narrative analysis contained in the Company's 1995 Annual  Report
on Form 10-K.

     The  acquisition  by Williams has been accounted for using  the  purchase
method  of  accounting.  Accordingly, an allocation of the purchase price  was
assigned  to  the  assets  and  liabilities of the  Company,  based  on  their
estimated  fair  values.  The accompanying financial  statements  reflect  the
pushdown of the purchase price allocation (amounts in excess of book value) to
the  Company.  Included in property, plant and equipment at March 31, 1996  is
an aggregate of $430 million related to amounts in excess of the original cost
<PAGE>
of   the  regulated  facilities  as  a  result  of  the  Williams'  and  prior
acquisitions.  This amount is being amortized over the estimated useful  lives
of these assets at approximately $11 million per year.  Current Federal Energy
Regulatory  Commission (FERC) policy does not permit the  Company  to  recover
through its rates amounts in excess of original cost.

     Certain reclassifications have been made in the 1995 financial statements
to conform to the 1996 presentation.

B.  Contingent Liabilities and Commitments

   Regulatory and Rate Matters and Related Litigation

    FERC Order 636

     Effective  November  1, 1993, the Company restructured  its  business  to
implement  the  provisions  of  FERC Order 636,  which,  among  other  things,
required  pipelines to unbundle their merchant role from their  transportation
services.   Certain aspects of the Company's FERC Order 636 restructuring  are
under  appeal.  FERC Order 636 also provides that pipelines should be  allowed
the  opportunity to recover all prudently incurred transition costs which, for
the  Company, are primarily related to Gas Supply Realignment (GSR) costs  and
unrecovered purchased gas costs.

     In  September  1995, the Company received FERC approval of  a  settlement
agreement  which resolves all issues regarding the Company's recovery  of  GSR
costs.  The settlement provides that the Company will recover 100% of its  GSR
costs up to $50 million, will share in costs incurred between $50 million  and
$80  million  and  will  absorb any GSR costs above $80  million.   Under  the
settlement,  all  challenges to these costs, on the grounds of  imprudence  or
otherwise,  will be withdrawn and no future challenges will be filed.   Ninety
percent  of the cost recovery will be collected via demand surcharges  on  the
Company's  firm  transportation rates; the remaining 10% should  be  recovered
from its interruptible transportation service.

     Through March 31, 1996, the Company had paid approximately $63.9  million
for  GSR  costs,  primarily  as  a result of contract  terminations,  and  has
recorded  a  liability  of  approximately  $16.1  million  for  its  estimated
remaining  GSR costs.  The Company has recovered approximately $49.6  million,
plus  interest,  in  GSR  costs  and  has  recorded  a  regulatory  asset   of
approximately  $17.6  million for the estimated future  recovery  of  its  GSR
costs,  most  of which will be collected from customers prior to December  31,
1997.

     The  settlement also extends the Company's pricing differential  recovery
mechanism  to  November 1, 1996, and beyond that date  for  GSR  contracts  in
litigation  as  of  that date.  This mechanism allows the Company  to  recover
purchased  gas  costs  incurred under remaining GSR  contracts  in  excess  of
amounts  recovered through the sale of such gas at auction.   Except  for  any
contracts in litigation, the Company anticipates that all of its remaining GSR
contracts will expire or be negotiated for termination by November 1, 1996.

    Additionally, the Company's transition costs include unrecovered purchased
gas  costs for periods prior to November 1, 1993, pursuant to FERC Order  636.
<PAGE>
In  October 1995, the Company received FERC approval of a settlement with  its
customers,   under   which  requirements  the  Company   ultimately   absorbed
approximately $0.7 million of these costs, which was recognized as expense  in
1995.   Refunds  of overrecovered amounts totaling $4 million were  issued  in
December 1995 and January 1996.

    General Rate Issues

     On  September 30, 1994, the Company filed a general rate case (Docket No.
RP94-423) which became effective April 1, 1995, subject to refund.  A proposed
settlement was filed with the FERC on September 29, 1995, and approved by  the
FERC  on  February 20, 1996. Refunds of approximately $23.2 million  including
interest,  for  which  the  Company had provided  a  reserve,  were   made  to
customers in April 1996.

    During 1995 and 1996, the Company made filings to reflect changes in costs
of  transportation by others, pursuant to the Transportation  Cost  Adjustment
tracker  provisions of its approved tariff.  Pursuant to that tariff,  in  May
1995,  the  Company  refunded  $13.3 million of  overcollected  transportation
costs.

    Royalty Claims and Producer Litigation

     In  connection with the Company's renegotiations of supply contracts with
producers  to resolve take-or-pay and other contract claims, the  Company  has
entered into certain settlements which may require the indemnification by  the
Company  of  certain claims for royalties which a producer may be required  to
pay  as  a  result of such settlements.  The Company has been  made  aware  of
demands  on  producers for additional royalties and may receive other  demands
which   could   result  in  claims  against  the  Company  pursuant   to   the
indemnification provision in its settlements.  Indemnification  for  royalties
will depend on, among other things, the specific lease provisions between  the
producer  and the lessor and the terms of the settlement between the  producer
and  the Company.  The Company may file to recover 75% of any such amounts  it
may  be  required to pay pursuant to indemnifications for royalties under  the
provisions  of  FERC  Order 528.  The Company has provided  reserves  for  the
estimated settlement costs of its royalty claims and litigation.

     On  March  3,  1995, Ergon, Inc. and Ergon Exploration  (Ergon)  filed  a
lawsuit  against  the  Company  in  the U.S.  District  Court,  West  District
Louisiana,  seeking  approximately $45,000 in damages  for  gas  purchased  in
calendar  year 1994, a declaratory judgment concerning the proper construction
of  the  pricing  provisions  of a gas purchase contract,  unspecified  future
damages  and,  alternatively, a reformation of or rescission of  an  agreement
amending the gas purchase contract.  The Company is currently recovering costs
incurred  under subject contract as GSR costs pursuant to FERC Order  636  and
anticipates  continued  recovery of future amounts  consistent  with  the  GSR
settlement discussed above.

    Environmental Matters

     Since  1989, the Company has had studies underway to test certain of  its
facilities for the presence of toxic and hazardous substances to determine  to
what  extent,  if  any, remediation may be necessary.  On  the  basis  of  the
<PAGE>
findings  to  date,  the Company estimates that environmental  assessment  and
remediation costs that may be incurred over the next two to three  years  will
total  approximately  $4 million to $10 million.  As of March  31,  1996,  the
Company  had a reserve of approximately $5 million for these estimated  costs.
This  estimate depends upon a number of assumptions concerning  the  scope  of
remediation  that  will  be  required at certain locations  and  the  cost  of
remedial  measures  to  be undertaken.  The Company is continuing  to  conduct
environmental  assessments and is implementing a variety of remedial  measures
that may result in increases or decreases in the total estimated costs.

     The  Company  used lubricating oils containing polychlorinated  biphenyls
(PCBs)  and,     although the use of such oils was discontinued in the 1970's,
has  discovered residual PCB contamination in equipment and soils  at  certain
gas  compressor station sites.  The Company continues to work closely with the
U.  S.  Environmental Protection Agency (EPA) and state regulatory authorities
regarding  PCB issues and has programs to assess and remediate such conditions
where  they  exist,  the costs of which are a significant portion  of  the  $4
million to $10 million range discussed above.

     The  Company currently is either named as a potentially responsible party
or  has received an information request regarding its potential involvement at
two  Superfund  waste disposal sites and one state waste disposal  site.   The
anticipated remediation costs, if any, associated with these sites  have  been
included in the $4 million to $10 million range discussed above.

    The  Company considers environmental assessment and remediation costs  and
costs   associated  with  compliance  with  environmental  standards   to   be
recoverable through rates, as they are prudent costs incurred in the  ordinary
course  of  business.   The actual costs incurred will depend  on  the  actual
amount  and  extent  of contamination discovered, the final cleanup  standards
mandated by the EPA or other governmental authorities, and other factors.   To
date, the Company has been permitted recovery of environmental costs incurred,
and it is the Company's intent to continue seeking recovery of such costs,  as
incurred,  through  rate  filings.  Therefore,  the  estimated  recoveries  of
environmental  assessment  and  remediation  costs  have  been   recorded   as
regulatory assets in the accompanying balance sheets.

    Summary of Contingent Liabilities and Commitments

     While  no assurances may be given, the Company does not believe that  the
ultimate  resolution  of the foregoing matters, taken as  a  whole  and  after
consideration of amounts accrued, insurance coverage, recovery from  customers
or  other indemnification arrangements, will have a materially adverse  effect
upon  the Company's future financial position, results of operations and  cash
flow requirements.

C.  Adoption of Accounting Standard

     Effective  January  1, 1996, the Company adopted Statement  of  Financial
Accounting Standards No. 121, "Accounting for Impairment of Long-Lived  Assets
and for Long-Lived Assets to be Disposed Of."  Adoption of the standard had no
effect on the Company's financial position or results of operations.

<PAGE>
 Item 2.  Management's Narrative Analysis of the Results of Operations
                  (Filed Pursuant to General Instruction H)

                                 Introduction

     As  discussed in Note A, the Company was acquired by Williams  through  a
merger of a Williams' subsidiary and Transco, effective May 1, 1995.  Williams
became  a majority owner of Transco effective January 18, 1995, at which  date
the  effects of the acquisition were pushed down and recorded on the books and
records  of  the  Company.   The  pushdown  of  the  acquisition  affects  the
comparability   of  the  Company's  pre-  and  post-acquisition   results   of
operations.  The following analysis represents a pro forma comparison  of  the
full  first  quarters  of  the current and prior  years,  with  disclosure  of
material variances due to the acquisition.


                       Financial Analysis of Operations
                 Three Months Ended March 31, 1996 Compared to
                       Three Months Ended March 31, 1995


     Operating income was $18 million higher for the three months ended  March
31,  1996,  than for the three months ended March 31, 1995.  The  increase  in
operating income was primarily attributable to higher transportation  revenues
due  to  new rates that became effective on April 1, 1995, a recent rate  case
settlement  which resulted in a first quarter 1996 adjustment to  rate  refund
accruals  and  the  first quarter 1995 provision for severance  benefits  that
resulted  from the acquisition by Williams.  Compared to 1995, net income  was
$14 million higher due to the same reasons discussed above and the lack of tax
benefits  associated  with the provision for severance  benefits  incurred  in
1995.

     Operating revenues increased $22 million primarily attributable to higher
transportation  revenues due to new rates that became effective  on  April  1,
1995,  a  recent rate case settlement which resulted in a first  quarter  1996
adjustment  to  rate refund accruals and higher gas sales due  to  higher  gas
prices  in 1996 than in 1995.  As discussed in Note B, "Summary of Significant
Accounting  Policies," of the Company's 1995 Annual Report on Form  10-K,  the
Company's  gas  sales  have no impact on its results of operations.   Mainline
deliveries  were 240.1 TBtu and 193.6 TBtu for the first quarter of  1996  and
1995,  respectively, which, to a lesser extent, also contributed to  increased
revenues.

     Operating expenses increased $4 million primarily attributable to  higher
cost of gas sold due to higher gas prices and higher cost of transportation of
gas  by others which is recovered through rates, partially offset by the first
quarter  1995  provision  for  severance  benefits  that  resulted  from   the
acquisition by Williams.

    Competition for natural gas transportation has intensified in recent years
due  to  customer  access  to  other  pipelines,  rate  competitiveness  among
pipelines  and customers' desire to have more than one supplier.   The  FERC's
stated  purpose for its Order 636 was to improve the competitive structure  of
the  natural  gas  pipeline  industry.  Future utilization  of  the  Company's
<PAGE>
pipeline  capacity  will  depend  on  competition  from  other  pipelines  and
alternative  fuels,  the  general  level of natural  gas  demand  and  weather
conditions.   Several of the ultimate consumers within the  Company's  markets
have the ability to switch to alternate fuels; to date, however, losses due to
fuel  switching have not been significant.  The Company estimates its  maximum
potential loss to fuel switching is less than one quarter of total deliveries.

     When  restructured  tariffs became effective under FERC  Order  636,  all
suppliers  of natural gas were able to compete for any gas markets capable  of
being  served by the pipelines using nondiscriminatory transportation services
provided  by  the pipelines.  As the FERC Order 636 regulated environment  has
matured,  many pipelines have faced reduced levels of subscribed  capacity  as
contractual  terms  expire  and  customers  opt  for  alternative  sources  of
transmission and related services.  This issue is known as "capacity turnback"
in  the  industry.  While the Company has not currently experienced any  major
capacity  turnback,  the  Company, like other  pipelines,  is  evaluating  the
consequences  of  potential demand reductions on system utilization  and  cost
structure  to  remaining customers.  The Company expects it will  be  able  to
remarket most, if not all, capacity which becomes available on its system.

                                       
                       Financial Condition and Liquidity

     On  May 1, 1995, Transco paid  as a dividend to Williams all of Transco's
interests in the Company.  Williams has indicated that it intends to  maintain
and  expand  the existing core business of the Company and to promptly  pursue
new  business opportunities made available as a result of the merger.  Through
the  years, the Company has consistently maintained its financial strength and
experienced  strong  operational  results.   The  Company  expects  that   its
acquisition  by  Williams will further enhance its financial  and  operational
strength,  as well as allow the Company to take advantage of new opportunities
for  growth.   If  necessary, the Company also expects to be  able  to  access
public and private capital markets to finance its capital requirements.

     The  Company is a participant with other Williams subsidiaries in an $800
million  credit  agreement  under which the Company  may  borrow  up  to  $200
million.  Interest rates vary with current market conditions.  As of March 31,
1996, the Company had no amounts outstanding under this facility.

     Effective May 1, 1995, the Company began participation in Williams'  cash
management  program.   On  that date, the balance of  the  advances  due  from
Transco  were  transferred  by  Transco  to  Williams.   These  advances   are
represented  by  demand notes payable to the Company. Those amounts  that  the
Company  anticipates  Williams  will repay  in  the  next  twelve  months  are
classified   as  current  assets,  while  the  remainder  are  classified   as
noncurrent.   The  interest rate on intercompany demand notes  is  the  London
Interbank Offered Rate on the first day of the month plus 0.45%.

     In May 1995, the Company entered into a program with a bank to sell up to
$35  million of trade receivables with limited recourse.  On March  31,  1996,
and on December 31, 1995, $27 million of such receivables were sold.

     The Company's capital expenditures for the first three months of 1996 and
1995 were $4 million and $14 million, respectively.  Capital expenditures  for
<PAGE>
1996  are  expected  to  approximate $55 million.  The  Company's  debt  as  a
percentage of total capitalization at March 31, 1996 and December 31, 1995 was
25.5% and 25.6%, respectively.

    In September 1994, the Company filed a general rate case (Docket No. RP94-
423)  which  was  effective  April 1, 1995, subject  to  refund.   A  proposed
settlement was filed with the FERC on September 29, 1995, and was approved  by
the  FERC  on  February  20,  1996.  Refunds of  approximately  $23.2  million
including interest, for which the Company had provided a reserve, were made to
customers in April 1996.


<PAGE>

                          PART II - OTHER INFORMATION



Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits
                  
               None

          (b)  Reports on Form 8-K

               None




<PAGE>






                              S I G N A T U R E S


Pursuant  to  the  requirements of the Securities Exchange Act  of  1934,  the
registrant  has  duly caused this report to be signed on  its  behalf  by  the
undersigned thereunto duly authorized.

                               TEXAS GAS TRANSMISSION CORPORATION



DATE:   May 13, 1996           BY:       /s/ G. D. Lauderdale
                                   -------------------------------
                                          G. D. Lauderdale
                                        Senior Vice President
                                         and General Manager


DATE:   May 13, 1996           BY:       /s/ E. J. Ralph
                                   -------------------------------
                                          E. J. Ralph
                                     Vice President, Treasurer,
                                 Controller, and Assistant Secretary



<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000097452
<NAME> TEXAS GAS TRANSMISSION CORPORATION
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                             540
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                                0
                                          0
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