Via EDGAR
May 2, 2013
Mara L. Ransom
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
| Re: | Boardwalk Pipeline Partners, LP |
| Boardwalk Pipelines, LP |
| Registration Statement on Form S-3 |
| Filed February 20, 2013 |
| File No. 333-186767 |
Ladies and Gentleman:
On behalf of Boardwalk Pipeline Partners, LP and Boardwalk Pipelines, LP (the “Registrants”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 (the“Registration Statement”) be accelerated to 2:00 p.m. eastern time on May 6, 2013, or as soon thereafter as practicable.
The Registrants hereby acknowledge that the disclosure in the Registration Statement is the responsibility of the Registrants. The Registrants hereby further acknowledge that:
| • | Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | The Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please call E. Ramey Layne of Vinson & Elkins, L.L.P. at (713) 758-4629 with any questions regarding this matter.
[Signature page follows]
9 Greenway Plaza, Suite 2800, Houston, TX 77046 Tel. 713.479.8000
| Very truly yours, | ||
| BOARDWALK PIPELINE PARTNERS, LP | ||
| By: | BOARDWALK GP, LP, its general partner | |
| By: | BOARDWALK GP, LLC, its general partner | |
| By: | /s/ Jamie L. Buskill | |
| Jamie L. Buskill | ||
| Senior Vice President, Chief Financial and Administrative Officer and Treasurer | ||
| BOARDWALK PIPELINES, LP | ||
| By: | BOARDWALK OPERATING GP, LP, its general partner | |
| By: | BOARDWALK PIPELINE PARTNERS, LP, its managing member | |
| By: | BOARDWALK GP, LP, its general partner | |
| By: | BOARDWALK GP, LLC, its general partner | |
| By: | /s/ Jamie L. Buskill | |
| Jamie L. Buskill | ||
| Senior Vice President, Chief Financial and Administrative Officer and Treasurer | ||