Mail Stop 0308

							April 11, 2005



Ronald J. Turner
President
Gas Transmission Northwest Corporation
1400 SW Fifth Avenue, Suite 900
Portland, OR  97201


	RE:	Gas Transmission Northwest Corporation
		Item 4.01 Form 8-K filed April 8, 2005
            	File No. 0-25842


Dear Mr. Turner:

          We have reviewed the above referenced filing and have
the
following comments.  We welcome any questions you may have about
our
comments.  Feel free to contact us at the telephone numbers listed
at
the end of this letter.
1. We note that the letter from Deloitte & Touche, filed as
Exhibit
16, does not agree or disagree with the date of the event.  We
believe you need to revise the filing to clarify that you
dismissed
Deloitte, if true, and disclose the date of that event.  We would
then expect Deloitte to be able to agree or disagree with such
statement and say so in a revise Exhibit 16 letter.  We do not
believe the statement that you resolved not to reappoint Deloitte
satisfies the requirement to state if they were dismissed.  See
Item
304(a)(1)(i) of Regulation S-K.  Please revise.
2. It is also suggested that you revise the second paragraph to
state
that you actually engaged KMPG on April 8, 2005, if true.  The
existing disclosure may suggest that the Board determined to
engage
KPMG; however, that firm had not yet accepted the engagement.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.



Ronald Turner
Gas Transmission Northwest Corporation
April 11, 2005
Page 2


	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.


	The amendment requested above should be filed within five
business days from the date of this letter or we should be advised
by
that date when it will be filed.  The amendment should include an
updated letter from your former accountants indicating that they
have
read the Form 8-K/A.  Please file your response to these comments
as
an EDGAR correspondence file at the same time as you file the Form
8-
K/A.  Any questions regarding the above should be directed to me
at
(202) 942-1809, or in my absence, to Robert Benton at (202) 942-
1811.

							Sincerely,



							Robert Burnett
						            Staff Accountant


??

??

??

??