SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For fiscal year ended December 31, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for transition period from ______________ to ______________
Commission File Number: 2-64025
A. Full title of the plan and the address of the plan if different from
that of the issuer named below: Transco Energy Company Thrift Plan.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: Transco Energy Company,
2800 Post Oak Boulevard, P. O. Box 1396, Houston, Texas 77251.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Transco Energy Company Thrift Plan:
We have audited the accompanying statements of net assets available for
plan benefits of the Transco Energy Company Thrift Plan as of December 31,
1994 and 1993, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1994. These
financial statements and schedules referred to below are the
responsibility of the Plan administrator. Our responsibility is to
express an opinion on these financial statements and schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the Plan administrator, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of
the Transco Energy Company Thrift Plan as of December 31, 1994 and 1993,
and the changes in its net assets available for plan benefits for the year
ended December 31, 1994, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule of
assets held for investment purposes at December 31, 1994, included as
Schedule I, and schedule of reportable transactions for the plan year
ended December 31, 1994, included as Schedule II, are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
June 2, 1995
<PAGE>
TRANSCO ENERGY COMPANY THRIFT PLAN
__________________________________
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
____________________________________________________
As of December 31,
________________________________
1994 1993
_____________ _____________
<S> <C> <C>
ASSETS:
Cash $ 26,255 $ -
Common stock of Transco Energy
Company, 1,358,344 and
1,348,837 shares, respectively 22,582,471 19,052,334
Fixed Income Fund -
FMTC U.S. Government Reserve - 962,482
Guaranteed Investment Contracts -
Metropolitan Life 27,642,738 37,531,773
Prudential Insurance Company 8,975,863 -
Peoples Security Life 4,344,802 8,810,005
Life of Virginia 5,860,627 5,938,460
Provident Life 6,214,117 4,711,933
CNA Insurance Company 4,068,212 -
Cash Portfolio 1,036,787 -
Fidelity Funds -
Magellan Fund, 143,685 and 121,302
shares, respectively 9,598,152 8,594,212
Puritan Fund, 255,468 and 154,092
shares, respectively 3,783,483 2,426,953
Contrafund, 38,673 and 16,311 shares,
respectively 1,171,015 503,031
OTC Portfolio, 10,856 and 4,272 shares,
respectively 252,621 103,131
Retirement Money Market Portfolio 887,839 873,826
_____________ _____________
Total investments 96,444,982 89,508,140
Loans receivable from participants 1,344,132 1,206,957
______________ _____________
Net assets available for plan benefits $ 97,789,114 $ 90,715,097
______________ _____________
______________ _____________
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
TRANSCO ENERGY COMPANY THRIFT PLAN
__________________________________
STATEMENT OF CHANGES IN NET ASSETS
___________________________________
AVAILABLE FOR PLAN BENEFITS
___________________________
FOR THE YEAR ENDED DECEMBER 31, 1994
____________________________________
<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME:
Cash dividends $ 1,174,239
Interest on investments 3,850,631
Interest on participant loans 87,092
____________
Total investment income 5,111,962
NET REALIZED GAIN ON SALE OF INVESTMENTS 4,227,746
NET UNREALIZED DEPRECIATION OF INVESTMENTS (1,666,037)
PARTICIPANT CONTRIBUTIONS 4,830,336
WITHDRAWALS AND DISTRIBUTIONS (5,429,990)
____________
INCREASE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 7,074,017
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 90,715,097
____________
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $97,789,114
____________
____________
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
TRANSCO ENERGY COMPANY THRIFT PLAN
__________________________________
NOTES TO FINANCIAL STATEMENTS
_____________________________
1. DESCRIPTION OF THE PLAN:
________________________
General
_______
The Transco Energy Company Thrift Plan (the Plan) was adopted effective
July 1, 1955. Participation in the Plan is available to each employee of
Transco Energy Company and its subsidiaries (collectively, Transco or the
Company), who (a) has completed at least one year of service, (b) is not
a member of or represented by a collective bargaining unit, unless
eligibility is required by the terms of any collective bargaining
agreement, and (c) is not a nonresident alien. A newly hired or rehired
employee may roll over a distribution from another qualified plan or from
a qualifying individual retirement rollover account into the Plan within
60 days of the employee's eligibility to participate in the Plan or 60
days from the date of distribution from another qualified plan or from a
qualifying individual retirement rollover account, whichever is later.
Trustee
_______
Fidelity Management Trust Company (FMTC or the Plan Trustee) is the Plan
Trustee and record-keeper. The powers, duties and obligations of the Plan
Trustee are as set forth in the trust agreement between the Company and
the Plan Trustee dated September 1, 1992.
Vesting
_______
Employees vest in the Company's contributions at a rate of 20 percent per
year of service after they become a participant in the Plan. Participants
whose employment is terminated due to death, disability or retirement or
who are employees on their 65th birthday will be fully vested in the
Company's contributions. Nonvested Company contributions are forfeited
five years after the employee's termination date. Forfeitures are first
applied to reduce the Company's contribution, if any, then to pay the
administrative expenses of the Plan. There were no forfeitures in 1994.
Forfeitures in 1993 were approximately $76,807.
Administration
______________
The Plan is administered by the Thrift Plan Committee (the Committee)
consisting of not less than three employees of the Company. The members
of the Committee are appointed by and may be removed by the Company's
board of directors. The members of the Committee and their alternates
receive no compensation for their services as such, but are paid by the
Company as its employees.
Voting Rights
_____________
All shares of Transco Energy Company common stock credited to a
participant's account are voted in confidence by the Plan Trustee, in
accordance with the participant's written instructions. In the absence of
written voting instructions at least five days prior to the date of the
meeting at which the vote is to be taken, the Plan Trustee may vote the
shares in its discretion.
Investment Programs
___________________
Participants may direct the Plan Trustee, at intervals as provided by the
Plan, to invest all or part of their account in the Plan investment
options:
The investment options of the Plan during 1994 are as follows:
Fixed Income Fund - Funds are invested in bonds, debentures,
_________________
notes or other evidences of indebtedness
and any other property with a fixed rate
of return, including guaranteed investment
contracts.
Fidelity Magellan Fund - Funds are invested in growth-oriented
______________________
securities such as common stocks and
securities convertible into common stock
and mutual funds invested primarily in
common stock.
Fidelity Puritan Fund - Funds are invested in a diversified
_____________________
portfolio including common stocks,
preferred stocks, bonds, debentures,
mortgages or other evidences of
indebtedness or ownership, common trust
funds or mutual funds.
Fidelity Retirement Money - Funds are invested in obligations issued
Market Portfolio or guaranteed by the U.S. Government.
_________________________
Fidelity Contrafund - Funds are invested in common stocks and
____________________
securities convertible into common stock
of companies believed to be out of favor
or undervalued.
Fidelity OTC Portfolio - Funds are invested in common stocks,
______________________
preferred stocks, securities convertible
into common stocks and debt securities on
the over-the-counter (OTC) securities
market.
Transco Energy Company - Funds are invested in Transco common
Common Stock Fund stock.
_________________________
For a detail of changes in net assets by investment option for the year
ended December 31, 1994, see Exhibit I.
Contributions, Withdrawals,
Terminations and Distributions
______________________________
Through December 31, 1994, participants were permitted to contribute from
1 percent to 12 percent (in 1 percent increments) of monthly base
compensation, subject to certain limitations for "highly compensated"
employees, to the Regular Thrift Account (after-tax contribution) and/or
from 1 percent to 12 percent (in 1 percent increments) to the Supplemental
Retirement Account (SRA or 401(k) before-tax contribution). However,
combined contributions to the Regular Thrift Account and the SRA may not
exceed a total of 12 percent of such participant's monthly base
compensation. Company matching contributions to the Regular Thrift
Account and the SRA were suspended on January 1, 1987, due to the
establishment of the Company's Tran$tock Employee Stock Ownership Plan,
and were reinstated as of January 1, 1995.
Participants who have participated in the Plan for at least 60 months,
provided they have not made a partial withdrawal during the preceding six
months, may make a total or partial withdrawal of their total vested
amount from their previous contributions and employer matching
contributions, net of previous withdrawals. However, a six-month
suspension from additional participant and employer matching contributions
results from participants making a total withdrawal.
When a participant's employment with the Company is terminated for any
reason or upon death or retirement, the entire vested balance in the
participant's account becomes eligible for distribution to the
participant, the participant's beneficiaries or legal representatives.
There were no amounts pending distribution at December 31, 1994 or 1993.
Participant Loans
_________________
Participants may borrow from $1,000 to a maximum amount of the lesser of
50 percent of each participant's total asset value of his vested Plan
assets or $50,000, reduced by the excess, if any, of the highest loan
balance outstanding in the previous year over the loan balance currently
outstanding. Loans are limited to two loans per calendar year with no
more than two loans outstanding at any one time. The term of the loan may
be for any number of consecutive six-month periods up to a maximum of five
years. All loans must be repaid within 90 days of a participant's
separation from the Company. Interest rates charged on loans are
established by the Committee based on commercially comparable rates at the
time of the loan. Repayment of the principal and interest of a loan is
invested according to the participant's current investment directions for
future contributions to the Plan.
Plan Amendments
_______________
Effective January 1, 1995, the Company adopted the thirty-fourth amendment
to the Thrift Plan which resulted in the following:
Four additional investment options were made available to participants,
as follows:
Fidelity Asset Manager Fund
___________________________ - The fund seeks high total return with
reduced risk over the long term by
allocating assets among domestic and
foreign stocks, bonds and short-term
instruments.
Fidelity Asset Manager:
Income Fund
______________________ - The fund seeks high total return with
potential for capital appreciation
through investment in stocks, bonds
(with maturities greater than three
years) and short-term instruments
(with maturities less than three
years)
Fidelity Asset Manager:
Growth Fund
______________________ - The fund seeks to maximize total
return over the long term by
allocating assets among stocks, bonds
(with maturities greater than three
years) and short-term instruments
(with maturities less than three
years).
Fidelity Overseas Fund
______________________ - The fund seeks long-term growth of
capital primarily through investments
in foreign securities including
common stock, securities convertible
to common stock and debt instruments
of foreign business and governments.
At least 65 percent of the fund's
total assets will normally be
invested in securities of companies
from at least three different
countries outside of North America.
Effective January 1, 1995, participants may make a 401(k) contribution
(before-tax salary reduction contribution) and/or an after-tax
contribution to the Thrift Plan by payroll reduction/deduction in whole
percentages only. However, in no event may the aggregate amount of a
participant's contributions, whether 401(k) contributions and/or after-tax
contributions, for a payroll period exceed 15 percent of such
participant's compensation, as defined in the Plan Agreement. Further,
the Thrift Plan Administrative Committee may, in any plan year, limit the
maximum amount of participant contributions that "highly compensated"
employees may make in order to satisfy certain requirements of the Federal
Internal Revenue Code of 1986.
Under the Company's reinstated contribution-matching policy, the Company
will match up to 100 percent of an employee's contribution, with a maximum
Company contribution of 6 percent of the participant's monthly base
compensation allocated as follows: 25 percent to the Participant's Company
Match-Stock Account (Matching Stock Contribution) and 75 percent to the
Participant's Company Match-Cash Account (Matching Cash Contribution). It
is the intention of the Company that the Thrift Plan qualify as a profit
sharing plan with respect to the 401(k) feature of the Thrift Plan and the
Employers' Matching Cash Contribution. In that regard, the Employers'
Matching Cash Contributions and Participant 401(k) Contributions will be
made only out of the Employers' Earnings, as defined in the Plan
Agreement, unless the Company's Board of Directors, in its sole
discretion, expressly permits such contributions as defined in the Plan
Agreement.
New employees will be able to participate immediately in the Thrift Plan
rather than after one year of service.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
______________________
Basis of Accounting
___________________
The financial statements of the Plan are presented on the accrual basis of
accounting. A separate account is maintained for each participant,
reflecting the balance of investments and cash credited thereto, net of
withdrawals.
<PAGE>
Asset Valuation
_______________
Pursuant to Department of Labor regulations, the realized gain or loss on
the sale of Plan assets, withdrawals of securities in kind and unrealized
appreciation or depreciation of Plan assets are based on the value of
those assets at the beginning of the Plan year or at the time of purchase,
if acquired during the year.
Dividends and Interest Income
_____________________________
For participant record-keeping purposes, cash dividends on the Company's
common stock are credited to the participant's account when received by
the Plan Trustee. Interest on investments in the Retirement Money Market
Portfolio Fund and the Fixed Income Fund is credited monthly to the
participant's account.
Expenses
________
The participant's account is charged with expenses in connection with the
purchase and sale of the participant's securities. All expenses incurred
in the administration of the Plan are borne by the Company. Cash from the
sale of investments not yet distributed or contributions not yet invested
in the Plan options is invested in short-term securities or pooled
investment funds, and the related earnings are used to reduce the Plan
Trustee's fee.
3. ACQUISITION OF TRANSCO:
______________________
On December 12, 1994, Transco and The Williams Companies, Inc. (Williams),
announced that they had entered into a merger agreement. Pursuant to the
merger agreement, on January 18, 1995, Williams accepted for payment 24.6
million shares of Transco's common stock for $17.50 per share as a first
step in acquiring the entire equity interest of Transco. The conversion
of the remaining outstanding shares of Transco's common stock to 0.625
shares of Williams' common stock took place on May 1, 1995, the effective
date of the merger. As a result of the merger, in January 1995,
approximately 471,000 shares of Transco common stock held by the Plan were
sold to Williams pursuant to the tender offer. The remaining shares of
Transco common stock held by the Plan, approximately 887,000 shares, were
converted into Williams common stock on May 1, 1995. Additionally as a
result of the merger, the Transco common stock fund was replaced by a
Williams common stock fund.
4. FEDERAL INCOME TAXES:
____________________
The Plan obtained its latest determination letter on July 2, 1990, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination letter.
However, the Plan administrator and the Plan's tax counsel believe that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, they
believe that the Plan was qualified and the related trust was tax-exempt
during the years ended December 31, 1994 and 1993.
5. AMENDMENT AND TERMINATION:
__________________________
The Company has reserved the right to amend, modify or terminate the Plan
or the trust at any time and may at any time terminate the operation of
the Plan with respect to its employees. No amendment, change or
modification of the Plan or the trust agreement may be made which will
deprive participants of their benefits under the Plan, alter the basic
purpose of the Plan or give the Company any rights in funds contributed to
or in assets held by the Plan Trustee, without the consent of the
participants, or which will alter the duties or liabilities of the Plan
Trustee without its consent. In the event that any modification of the
Plan would adversely affect the rights of participants as to the use of or
withdrawal from their accounts, they shall have the option for a period of
90 days to withdraw their entire account balances.
Currently, Transco and Williams are evaluating several alternatives for
the future of the Thrift Plan, which could include a consolidation or
merger of the Thrift Plan with or into a Williams plan or the development
of a new plan for Transco. No definitive plans have been made by Transco
or Williams at this time.
<PAGE>
<TABLE>
<CAPTION>
TRANSCO ENERGY COMPANY THRIFT PLAN Exhibit 1
__________________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY OPTION
________________________________________________________________________
FOR THE PLAN YEAR ENDED DECEMBER 31, 1994
_________________________________________
Transco
Energy Fidelity
Company Fixed Retirement
Common Income Fidelity Fidelity Money Fidelity Fidelity
Stock (GIC) Puritan Magellan Market OTC Contra- Participant
Fund Fund Fund Fund Portfolio Portfolio Fund Loans Total
___________ ____________ ___________ ___________ __________ __________ ___________ ___________ ____________
INVESTMENT INCOME:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash dividends $ 389,603 $ 0 $ 302,352 $ 462,849 $ 0 $ 3,869 $ 15,566 $ 0 $1,174,239
Interest on investments 0 3,814,028 0 0 36,603 0 0 0 3,850,631
Interest on participant
loans 12,075 44,959 6,225 18,677 1,764 542 2,850 0 87,092
___________ ____________ ___________ ___________ __________ __________ ___________ ___________ ____________
Total investment income 401,678 3,858,987 308,577 481,526 38,367 4,411 18,416 0 5,111,962
___________ ____________ ___________ ___________ __________ __________ ___________ ___________ ____________
NET REALIZED GAIN (LOSS) ON
INVESTMENTS 4,268,386 0 5,913 (51,049) 0 328 4,168 0 4,227,746
NET UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS (894,050) 0 (245,672) (499,262) 0 (4,558) (22,495) 0 (1,666,037)
PARTICIPANT CONTRIBUTIONS 847,498 1,642,485 721,257 1,297,109 94,498 48,030 179,459 0 4,830,336
WITHDRAWALS AND
DISTRIBUTIONS (825,777) (3,540,348) (117,552) (713,321) (167,198) (22,317) (43,477) 0 (5,429,990)
INTERFUND TRANSFERS, net (178,540) (1,699,637) 661,647 523,416 52,637 120,338 520,139 0 0
PARTICIPANT LOANS, net (62,803) (72,994) 22,360 (34,479) (4,291) 3,258 11,774 137,175 0
___________ ____________ ___________ ___________ __________ __________ ___________ ___________ ____________
INCREASE (DECREASE) IN
NET ASSETS AVAILABLE
FOR PLAN BENEFITS 3,556,392 188,493 1,356,530 1,003,940 14,013 149,490 667,984 137,175 7,074,017
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year 19,052,334 57,954,653 2,426,953 8,594,212 873,826 103,131 503,031 1,206,957 90,715,097
___________ ____________ ___________ ___________ __________ __________ ___________ ___________ ____________
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $22,608,726 $ 58,143,146 $3,783,483 $9,598,152 $887,839 $252,621 $1,171,015 $1,344,132 $97,789,114
____________ ____________ ___________ ___________ __________ __________ ___________ ___________ ____________
____________ ____________ ___________ ___________ __________ __________ ___________ ___________ ____________
This exhibit is an integral part of the accompanying financial statements.<PAGE>
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE I
TRANSCO ENERGY COMPANY THRIFT PLAN
__________________________________
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
________________________________________________
AS OF DECEMBER 31, 1994
________________________
Identity of Number of
Issuer Description Shares Cost Current Value
_______________ _________________________ ___________ _____________ _____________
<S> <S> <C> <C> <C>
Transco Energy
Company * Common stock 1,358,344 $ 36,195,392 $ 22,582,471
FIXED INCOME FUND:
Cash Portfolio Guaranteed Investment
Contract 1,036,787 1,036,787 1,036,787
CNA Insurance Company Guaranteed Investment
Contract 4,068,212 4,068,212 4,068,212
Life of Virginia Guaranteed Investment
Contract 5,860,627 5,860,627 5,860,627
Metropolitan Life Guaranteed Investment
Contract 27,642,738 27,642,738 27,642,738
Peoples Security Guaranteed Investment
Life Contract 4,344,802 4,344,802 4,344,802
Provident Life Guaranteed Investment
Contract 6,214,117 6,214,117 6,214,117
Prudential Insurance Guaranteed Investment
Company Contract 8,975,863 8,975,863 8,975,863
FIDELITY INVESTMENTS:
Fidelity * Magellan Fund 143,685 9,687,512 9,598,152
Fidelity * Puritan Fund 255,468 4,028,322 3,783,483
Fidelity * Retirement Money Market
Portfolio 887,839 887,839 887,839
Fidelity * Contrafund 38,673 1,203,058 1,171,015
Fidelity * OTC Portfolio 10,856 260,890 252,621
Transco Energy Company LOANS RECEIVABLE FROM
Thrift Plan * PARTICIPANTS, 7% interest 1,344,132
_____________ _____________
Total assets held for
investment purposes $110,406,159 $ 97,762,859
_____________ _____________
_____________ _____________
* Party-in-interest investment
The accompanying financial statements are an integral part of this schedule.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
TRANSCO ENERGY COMPANY THRIFT PLAN
__________________________________
SCHEDULE OF REPORTABLE TRANSACTIONS
___________________________________
FOR THE PLAN YEAR ENDED DECEMBER 31, 1994
_________________________________________
Description of Transactions
___________________________
Identity of Number of Purchase Selling Cost of
__________________________
Party Involved Description of Asset Purchases Sales Price Price** Asset Sold Net Gain (Loss)
__________________________________________ ___________ __________ ___________ __________ ____________ _______________
<S> <S> <C> <C> <C> <C> <C> <C>
Transco Energy
Company * Common Stock 107 83 $ 8,897,549 $ 8,741,748 $ 10,193,510 $ (1,451,762)
Metropolitan Life Guaranteed
Investment Contract 0 4 0 11,912,880 11,912,880 -
Peoples Security Life Guaranteed
Investment Contract 0 4 0 4,801,020 4,801,020 -
Prudential Insurance Guaranteed
Company Investment Contract 2 3 9,111,556 569,411 569,411 -
Fidelity * Fidelity Magellan Fund 148 96 3,358,318 1,804,066 1,786,443 17,623
Fidelity Management
Trust Company * U.S. Govt. Reserve 186 236 22,512,713 22,767,366 22,767,366 -
* Party-in-interest transaction
** Selling price equals the current value of asset on applicable transaction date.
The accompanying financial statements are an integral part of this schedule.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
TRANSCO ENERGY COMPANY
THRIFT PLAN
_______________________
(Name of Plan)
Date: June 29, 1995 By: /s/ John C. Fischer
______________________ ________________________
John C. Fischer, Chairman
Administrative Committee
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
_________________________________________
As independent public accountants, we hereby consent to the incorporation
of our report dated June 2, 1995, included in this Form 11-K into the
Transco Energy Company Thrift Plan's previously filed Form S-8 Registra-
tion Statement (File No. 2-64025).
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
June 29, 1995
