2008-05-19 23:52:46 -

- Transcontinental Gas Pipe Line Corp.'s (TGPL) proposed $250 million senior notes due 2018 are rated 'BBB' by Fitch Ratings. TGPL's Issuer Default Rating is also 'BBB'. The Rating Outlook is Stable.

TGPL is one of two FERC regulated interstate natural gas pipelines owned by The Williams Companies, Inc. (WMB; IDR 'BBB-', Outlook Stable). Proceeds from the note issuance

will be used to repay outstanding borrowings and for general corporate purposes at TGPL, including the funding of capital expenditures.

TGPL is one of the nation's premier interstate pipelines as evidenced by its strong market position, low-cost structure and above-average growth in high-demand mid-Atlantic and Northeast markets. Moreover, the overall physical reach of the TGPL system enables it to compete effectively for incremental transportation volumes in its key markets through moderate sized expansions and laterals and to access new supply sources. Operating characteristics remain favorable with the vast majority of TGPL's revenues derived from fixed demand payments. Most material regulatory issues have been resolved for the next several years following FERC's March 7, 2008, approval of TGPL's settled rate case.

TGPL's standalone credit measures are strong for its 'BBB' rating and its liquidity adequate. For the year ended Dec. 31, 2007, Debt to EBITDA was approximately 2 times (x) and EBITDA to interest was 6.3x. TGPL participates in WMB's cash management program and has access to $400 million under WMB's $1.5 revolving credit facility. Capital expenditures in 2008 are estimated to total between $200 million-$240 million, including approximately $75 million for expansion projects.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.

Fitch Ratings, New York
Ralph Pellecchia, 212-908-0586
Peter Molica, 212-908-0288
or
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