EXHIBIT 99.2
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
NOTICE OF GUARANTEED DELIVERY
This form or one substantially equivalent to this form must be used to
accept the offer (the "Exchange Offer") of Transcontinental Gas Pipe Line
Corporation to exchange an aggregate principal amount of up to $325,000,000 of
its 8 7/8% Series B Senior Notes due July 15, 2012 (the "New Notes"), the
issuance of which has been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like principal amount of its issued and
outstanding 8 7/8% Series A Senior Notes due July 15, 2012 (the "Old Notes"),
which were issued in offerings under Rule 144A and Regulation S of the
Securities Act that were not registered under the Securities Act. The Exchange
Offer will expire at 5:00 p.m., New York City time, on ,
2002, unless extended (as it may be extended, the "Expiration Date"). As
described in the enclosed Prospectus, dated , 2002 (the "Prospectus"),
if you are a registered holder of Old Notes and wish to tender your Old Notes,
but (1) the certificates for Old Notes are not immediately available, (2) time
will not permit your certificates for Old Notes or other required documents to
reach Wells Fargo Bank, N.A., as exchange agent (the "Exchange Agent"), before
the Expiration Date or (3) the procedure for book-entry transfer cannot be
completed before the Expiration Date, you may effect a tender of your Old Notes
if (1) the tender is made through an Eligible Guarantor Institution (as defined
in the Prospectus under the caption "The Exchange Offer -- Procedures for
Tendering Old Notes"); (2) prior to the Expiration Date, the Exchange Agent
receives from an Eligible Guarantor Institution a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in this form, setting
forth your name and address, and the amount of Old Notes you are tendering and
stating that the tender is being made by Notice of Guaranteed Delivery. These
documents may be sent by overnight courier, registered or certified mail or
facsimile transmission. If you elect to use this procedure, you must also
guarantee that within three New York Stock Exchange, Inc. ("NYSE") trading days
after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Old Notes, in proper form for transfer,
or a Book-Entry Confirmation (as defined in the Prospectus under the caption
"The Exchange Offer -- Procedures for Tendering Old Notes") of transfer of the
Old Notes into the Exchange Agent's account at The Depository Trust Company
(including the Agent's Message (as defined in the Prospectus under the caption
"The Exchange Offer -- Procedures for Tendering Old Notes") that forms a part of
the Book-Entry Confirmation), as the case may be, a properly completed and duly
executed Letter of Transmittal, with any required signature guarantees, and all
other documents required by the Letter of Transmittal, will be deposited by the
Eligible Guarantor Institution with the Exchange Agent; and (3) the Exchange
Agent receives the certificates for all physically tendered Old Notes, in proper
form for transfer, or a Book-Entry Confirmation of transfer of the Old Notes
into the Exchange Agent's account at The Depository Trust Company, as the case
may be, a properly completed and duly executed Letter of Transmittal, with any
required signature guarantees, and all other required documents or, in the case
of a Book-Entry Confirmation, a properly completed and duly executed Letter of
Transmittal, with any required signature guarantees, or an Agent's Message
instead of the Letter of Transmittal, in each case, within three NYSE trading
days after the date of execution of this Notice of Guaranteed Delivery.
Delivery to: WELLS FARGO BANK, N.A., Exchange Agent
<Table>
BY HAND DELIVERY: BY OVERNIGHT COURIER:
Wells Fargo Bank Minnesota, N.A. Wells Fargo Bank Minnesota, N.A.
Corporate Trust Operations Corporate Trust Operations
MAC N9303-121 MAC N9303-121
Sixth and Marquette Sixth and Marquette
Minneapolis, MN 55479 Minneapolis, MN 55479
BY REGISTERED OR CERTIFIED MAIL: BY FACSIMILE TRANSMISSION
Wells Fargo Bank Minnesota, N.A. (FOR ELIGIBLE INSTITUTIONS ONLY):
Corporate Trust Operations Wells Fargo Bank Minnesota, N.A.
MAC N9303-121 (612) 667-4927
P.O. Box 1517 Confirm: (800) 344-5128
Minneapolis, MN 55480-1517 For Information
(800) 344-5128
</Table>
DELIVERY OF A LETTER OF TRANSMITTAL OR AGENT'S MESSAGE TO AN ADDRESS OTHER
THAN THE ADDRESS LISTED ABOVE OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER
THAN AS SET FORTH ABOVE IS NOT VALID DELIVERY OF THE LETTER OF TRANSMITTAL OR
AGENT'S MESSAGE.
Ladies and Gentlemen:
Subject to the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to
Transcontinental Gas Pipe Line Corporation the principal amount of Old Notes set
forth below pursuant to the guaranteed delivery procedure described in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."
<Table>
<Caption>
CERTIFICATE NOS. (IF KNOWN) OF OLD NOTES
OR ACCOUNT NO. AT AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
THE DEPOSITORY TRUST COMPANY AMOUNT REPRESENTED AMOUNT TENDERED*
</Table>
* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
- --------------------------------------------------------------------------------
ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
<Table>
X ------------------------------------------------------- ----------------------------------------
X ------------------------------------------------------- ----------------------------------------
Signature(s) of Owner(s) Date
or Authorized Signatory
</Table>
Area Code and Telephone Number: ( )
--------------------------------------------------------------------
Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.
2
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Capacity:
- --------------------------------------------------------------------------------
Address(es):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Guarantor Institution, hereby guarantees that
the certificates representing the principal amount of Old Notes tendered hereby
in proper form for transfer, or timely confirmation of the book-entry transfer
of such Old Notes into the Exchange Agent's account at The Depository Trust
Company pursuant to the procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures," together with any
required signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Exchange Agent at the address set forth
above, no later than three NYSE trading days after the Expiration Date.
<Table>
- ------------------------------------------------------ ------------------------------------------------------
Name of Firm Authorized Signature
- ------------------------------------------------------ ------------------------------------------------------
Address Title
Name:
- ------------------------------------------------------ -------------------------------------------------
Zip Code (Please Type or Print)
Area Code and Tel. No. Dated:
-------------------------------- ------------------------------------------------
</Table>
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED
LETTER OF TRANSMITTAL.
3