LOEWS CORP — Director's Dealing 2005

Nov 8, 2005

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Boardwalk Pipeline Partners, LP (BWP)
CIK: 0001336047
Period of Report: 2005-11-08

Reporting Person: Boardwalk Pipelines Holding Corp. (Director, 10% Owner)
Reporting Person: LOEWS CORP (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units representing limited partner interests	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Subordinated Units representing limited partner interests	$		Common Units (0)		Direct

Footnotes

F1: Boardwalk Pipelines Holding Corp. (BPHC) owns a 98% LP interest in Issuer. At the closing of the Issuer?s initial public offering (IPO), BPHC?s 98% LP interest will be reduced to 83.5%. Loews Corporation owns 100% of BPHC and thus beneficially owns all of the reported securities. See Exhibit 99 for information on Loews. Boardwalk GP, LLC (GPLLC) is sole general partner of Boardwalk GP, LP (GPLP), the sole general partner of the Issuer. GPLP holds a 2% GP interest in the Issuer. BPHC is the sole member of GPLLC and holds a 99.999% LP interest in GPLP. At the IPO closing, BPHC will contribute certain equity interests to the Issuer in exchange for 53,256,122 common LP units and 33,093,878 subordinated LP units of the Issuer.

F2: BPHC directly owns all securities reported on this Form 3, Loews?s ownership form is indirect, through BPHC.

F3: Each Subordinated Unit will convert into one Common Unit at the end of the subordination period, which will end once the Issuer meets certain financial tests set forth in the agreement of limited partnership of the Issuer. These financial tests require the Issuer to have earned and paid the minimum quarterly distribution and arrearages (if any) on all of its outstanding units for any three consecutive four quarter periods or have earned and paid 150% of the minimum quarterly distribution on all outstanding units for one four quarter period. Also, if GP LP is removed as general partner of the Issuerunder circumstances where cause does not exist and units held by affiliates of the general partner are not voted in favor of such removal, the subordinated units will convert into common units on a one-for-one basis. The Subordinated Units have no expiration date.