SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                             FORM 10-Q

(Mark One)

 [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED 
     MARCH 31, 1999              
                                OR

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM 
     _____ TO _____

                    Commission File No. 0-14147

                    QUESTAR PIPELINE COMPANY  
      (Exact name of registrant as specified in its charter)


     STATE OF UTAH                                     87-0307414
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)               Identification No.)


P.O. Box 45360, 180 East 100 South, Salt Lake City, Utah 84145-0360
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:(801) 324-2400

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such 
shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 
days.

                      Yes   x       No      

Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date.

                Class            Outstanding as of April 30, 1999
Common Stock, $1.00 par value                  6,550,843 shares       

Registrant meets the conditions set forth in General Instruction 
H(a)(1) and (b) of Form 10-Q and is filing this Form 10-Q with the 
reduced disclosure format.
<PAGE>

PART I  FINANCIAL INFORMATION
Item 1.  Financial Statements

QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
                                     3 Months Ended      12 Months Ended
                                     March 31,           March 31,
                                        1999      1998      1999      1998
                                     (In Thousands)
<S>                                  <C>       <C>       <C>       <C>
REVENUES                               $27,166   $27,249  $108,474  $105,965

OPERATING EXPENSES
  Operating and maintenance              9,389     9,927    38,294    38,353
  Depreciation                           3,976     3,843    14,060    15,043
  Other taxes                              737       673     2,664     2,738

    TOTAL OPERATING EXPENSES            14,102    14,443    55,018    56,134

    OPERATING INCOME                    13,064    12,806    53,456    49,831

INTEREST AND OTHER
    INCOME (EXPENSE)                       809       (86)      973     1,232

EARNINGS FROM UNCONSOLIDATED
    AFFILIATES                           1,491       407     5,095     5,104

DEBT EXPENSE                            (4,177)   (3,434)  (15,199)  (13,619)

    INCOME BEFORE INCOME TAXES          11,187     9,693    44,325    42,548

INCOME TAXES                             4,225     3,139    16,026    15,748

         NET INCOME                     $6,962    $6,554   $28,299   $26,800
</TABLE>


See notes to consolidated financial statements
<PAGE>

QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
                                     March 31,           December 31,
                                        1999      1998      1998
                                               (In Thousands)
<S>                                  <C>       <C>       <C>
ASSETS
Current assets
  Cash and short-term investments                           $9,990
  Accounts receivable                   $4,893   $10,406    21,304
  Inventories                            2,890     2,092     2,203
  Other current assets                   1,572     1,877     1,714
    Total current assets                 9,355    14,375    35,211

Property, plant and equipment          671,908   581,877   670,456
Less allowances for depreciation       219,630   207,154   215,589
    Net property, plant and equipment  452,278   374,723   454,867

Investment in unconsolidated
  affiliates                            58,054    29,884    54,712
Other assets                             9,683    11,039    12,506

                                      $529,370  $430,021  $557,296

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
  Checks outstanding in excess of
      cash balances                       $820      $879
  Notes payable to Questar
      Corporation                       20,500    19,100   $38,000
  Accounts payable and accrued
      expenses                          40,506    18,581    51,047
    Total current liabilities           61,826    38,560    89,047

Long-term debt                         203,007   134,568   202,991
Other liabilities                        1,562     3,359     4,546
Deferred income taxes                   64,185    61,919    63,510

Common shareholder's equity
  Common stock                           6,551     6,551     6,551
  Additional paid-in capital            82,034    82,034    82,034
  Retained earnings                    110,205   103,030   108,617
    Total common shareholder's equity  198,790   191,615   197,202

                                      $529,370  $430,021  $557,296
</TABLE>

See notes to consolidated financial statements
<PAGE>

QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                               3 Months Ended
                                               March 31,
                                                  1999      1998
                                               (In Thousands)
<S>                                            <C>       <C>
OPERATING ACTIVITIES
  Net income                                      $6,962    $6,554
  Depreciation                                     4,063     4,502
  Deferred income taxes                              675      (379)
  Earnings from unconsolidated
    affiliates, net of cash distributions           (642)     (407)
                                                  11,058    10,270
  Change in operating assets and
     liabilities                                   5,181    (2,725)

        NET CASH PROVIDED FROM
          OPERATING ACTIVITIES                    16,239     7,545

INVESTING ACTIVITIES
  Capital expenditures
    Purchase of property, plant
      and equipment                               (2,180)   (2,584)
    Investment in unconsolidated affiliates       (2,700)   (2,500)
      Total capital expenditures                  (4,880)   (5,084)
   Proceeds from disposition of property,
      plant and equipment                            706     1,535

      NET CASH USED IN INVESTING
        ACTIVITIES                                (4,174)   (3,549)

FINANCING ACTIVITIES
  Checks outstanding in excess of
      cash balances                                  820       879
  Decrease in notes payable
     to Questar Corporation                      (17,500)   (6,700)
  Payment of dividends                            (5,375)   (5,250)

      NET CASH USED IN FINANCING
        ACTIVITIES                               (22,055)  (11,071)

      DECREASE IN CASH AND SHORT-
       TERM INVESTMENTS                          ($9,990)  ($7,075)
</TABLE>


See notes to consolidated financial statements
<PAGE>

QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999
(Unaudited)

Note 1 - Basis of Presentation

The interim financial statements reflect all adjustments which are,
in the opinion of management, necessary for a fair presentation of
the results for the interim periods presented.  All such adjustments
are of a normal recurring nature.  The results of operations for the
three-month period ended March 31, 1999, are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999.  For further information refer to the financial
statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1998.

Note 2 - Investment in Unconsolidated Affiliates

Questar Pipeline has interests in partnerships accounted for on an
equity basis.  Transportation of natural gas is the primary business
activity of these partnerships.  Summarized operating results of the
partnerships are listed below.  Income before income taxes includes
capitalized financing charges or AFUDC.

                                     3 Months Ended
                                     March 31,
                                       1999      1998
                                     (In Thousands)

Revenues                                $1,055    $1,055
Operating income                           282       190
Income before income taxes               2,665       876




Item 2.  Management's Discussion and Analysis of Financial Conditions
  and Results of Operations

QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
March 31, 1999
(Unaudited)

Operating Results

Following is a summary of financial and operating information for the
Company:
<TABLE>
<CAPTION>
                                     3 Months Ended      12 Months Ended
                                     March 31,           March 31,
                                        1999      1998      1999      1998
                                     (Dollars In Thousands)
<S>                                  <C>       <C>       <C>       <C>
FINANCIAL RESULTS
Revenues
  From unaffiliated customers           $9,021    $9,065   $37,112   $36,277
  From affiliates                       18,145    18,184    71,362    69,688
    Total revenues                     $27,166   $27,249  $108,474  $105,965
Operating income                       $13,064   $12,806   $53,456   $49,831
Net income                               6,962     6,554    28,299    26,800

OPERATING STATISTICS
Natural gas transportation volumes (in
  thousands of decatherms)
    For unaffiliated customers          25,946    32,778   113,915   115,690
    For Questar Gas                     35,635    38,331   104,805   106,378
    For other affiliated customers       3,380     4,858    25,400    35,839
      Total transportation              64,961    75,967   244,120   257,907

   Transportation revenue (per
      decatherm)                         $0.27     $0.24     $0.29     $0.27


Net income increased 6% in 1999 compared with the first quarter and
12-month period of 1998.  The Company benefited from higher storage
revenues, lower operating expenses and higher earnings from
unconsolidated affiliates.

Storage revenues were higher in the 3- and 12-month periods of 1999
due primarily to increased firm-storage reservation charges because
of the expansion of the Clay Basin storage complex in the first half
of 1998.  However, the full impact was offset in the first quarter of
1999 by lower firm-transportation revenues.  Average daily demand in
the first quarter of 1999 was 84,000 decatherms or 7% lower as a
result of the expiration of several firm-transportation contracts.

Questar Pipeline amended its transportation agreement with Questar
Gas extending the term of the agreement for three years to June 2002.
The terms of the amended contract are identical to the former
agreement with the exception of the expiration date.  Prior to the
amendment, the agreement was scheduled to expire in June 1999.

Operating and maintenance expenses were lower in the 1999 periods
presented when compared with the 1998 periods due to the effects of
an early retirement program effective August 1998. Labor costs
savings amounted to $700,000 in the first quarter of 1999.  Higher
costs incurred in 1999 for telecommunications and data processing
have partially offset the effect of lower labor cost.

Increased investment in capital projects has resulted in higher
depreciation charges in the first quarter of 1999.  The full impact
of increased investment was partially offset in the 12 months of 1999
by a downward adjustment of depreciation expense in the second
quarter of 1998.  Other taxes were higher in the first quarter of
1999 when compared with the same period of 1998 as a result of higher
property tax.  Generally, property taxes have been increasing in
conjunction with the expansion of plant assets.

Earnings from unconsolidated affiliates in the 1999 periods include
the Company's share of income reported by TransColorado Gas
Transmission Co.  The noncash earnings are the result of capitalizing
interest and equity costs (AFUDC) associated with the construction of
the TransColorado Pipeline. AFUDC amounted to $1,265,000 in the first
quarter of 1999 compared with $318,000 in the corresponding 1998
period.  Phase II of the TransColorado Pipeline was placed in service
March 31, 1999, with the pipeline currently flowing approximately 85
MMcf of gas per day at a discounted rate. With the completion of
construction of Phase II, Questar Pipeline will complete its
acquisition of the smaller Phase I.  Phase I has been in service
since December 1996 and is fully subscribed.

Interest and other income in the first quarter of 1999 includes AFUDC
from other capital projects of Questar Pipeline. Debt expense was
higher in the first quarter of 1999 as a result of borrowing $88.4
million in the fourth quarter of 1998.  The medium-term notes have a
weighted average coupon rate of 6.14% and a weighted average life of
12.6 years.

The effective income tax rate was 37.8% in the first quarter of 1999
compared with 32.4% for the same period in 1998 due to adjustments
that reduced first quarter 1998 tax expenses.

Liquidity and Capital Resources

Operating Activities

Net cash provided from operating activities of $16,239,000 in the
first quarter of 1999 was $8,694,000 more than the amount reported
for the same period in 1998 due primarily to changes in operating
assets and liabilities.  The changes were associated with timing
differences in paying costs of construction projects.

Investing Activities

Capital expenditures were $4,880,000 in the first quarter of 1999
compared with $5,084,000 in the corresponding 1998 period.  Capital
expenditures for calendar year 1999 are estimated to be $89.1
million.

Financing Activities

Questar Corporation loans funds to the Company under a short-term
arrangement.  As of March 31, amounts borrowed from Questar were
$20.5 million in 1999 and $19.1 million in 1998.   Capital
expenditures for 1999 are expected to be financed with net cash
provided from operating activities and short- and long-term debt
including borrowings on an active medium-term note program and from
Questar.


Year 2000 Issues

Questar Corporation established a team to address the issue of
computer programs and embedded computer chips being unable to
distinguish between the year 1900 and the year 2000 (Y2K). The team
has identified 59 projects that are in varying stages of remediation
and the scope includes Questar and its affiliated companies.  The
projects fit into the general classifications of application
software, infrastructure, noninformation technology equipment and
critical third-party associations.  Questar Pipeline estimates that
Y2K costs will be $1.0 million and expects to be Y2K compliant before
the end of 1999. Failure to correct a material Y2K problem could
result in an interruption, or a failure of, certain normal business
activities or operations.  Such failures could materially and
adversly affect the Company's results of operations, liquidity and
financial condition.

The infrastructure section of the plan addresses hardware and systems
software other than applications software. Currently, there are 19
projects identified: 1 in start-up, 8 in assessment, 6 in
remediation, 0 in testing and 4 completed and deemed to be Y2K ready.

The applications software section addresses either the conversion or
replacement of applications software that is not Y2K compliant.
Currently, there are 39 projects in this section: 10 in start-up, 7
in assesssment, 4 in remediation, 4 in testing and 14 completed and
deemed to be Y2K compliant.

Non-information technology equipment is considered to be one project
and addresses hardware, software and associated embedded computer
chips used in the operation of all facilities operated by the
Company. Because this section has unique charateristics and is large,
the Company has employed the services of a consultant to assist in
the effort.  The project is in the assessment phase and is expected
to be completed by year-end 1999.

Inquiries of critical third parties have been taking place with more
contacts scheduled.  Contacting parties is scheduled to be completed
by mid-year.  Contingency plans for dealing with third-party issues
will be developed by the end of 1999.

The complete text of Questar Pipeline's Y2K disclosure can be viewed
in Form 10-K for December 31, 1998, filed with the Securities and
Exchange Commission.


Forward-Looking Statements

This 10-Q contains forward-looking statements about future
operations, capital spending, regulatory matters and expectations of
Questar Pipeline.  According to management, these statements are made
in good faith and are reasonable representations of the Company's
expected performance at the time. Actual results may vary from
management's stated expectations and projections due to a variety of
factors.

Important assumptions and other significant factors that could cause
actual results to differ materially from those discussed in
forward-looking statements include changes in: general economic
conditions, gas prices and availability of gas supplies, competition,
regulatory issues, weather conditions and other factors beyond the
control of the Company.  These other factors include the rate of
inflation, the adverse effects of failure to achieve Y2K compliance
and adverse changes in the business or financial condition of the
Company.

These factors are not necessarily all of the important factors that
could cause actual results to differ significantly from those
expressed in any forward-looking statements.  Other unknown or
unpredictable factors could also have a significant adverse effect on
future results. The Company does not undertake an obligation to
update forward-looking information contained herein or elsewhere to
reflect actual results, changes in assumptions or changes in other
factors affecting such forward-looking information.


                               PART II
                          OTHER INFORMATION

Item 1.  Legal Proceedings.

     a.  Questar Southern Trails Pipeline Company, a wholly-owned 
subsidiary of Questar Pipeline Company (Questar Pipeline or the 
Company), is seeking the necessary certification from the Federal 
Energy Regulatory Commission (FERC) to convert and operate a 700-mile 
crude oil line to natural gas.  (See the Company's Form 10-K Annual 
Report for 1998, pages 3 and 6.)  The California Public Utilities 
Commission and Southern California Gas Company have intervened in the 
FERC proceedings and are protesting the application.   

     b.  The Department of Justice (Department) has determined not to 
intervene and assume prosecution of the case against Questar 
Corporation (Questar) and some of its affiliates, including Questar 
Pipeline, filed by a producer under the federal False Claims Act.  
This case, which is substantially similar to 75 other cases filed 
against pipelines and their affiliates, is pending in the United 
States District Court for the District of Colorado.  In response to 
the Department's decision, the court has lifted the seal and directed 
the producer to serve the complaint.

     Although the Company has not been formally served with the 
complaint, it received a copy from the Department in August of 1998.  
The complaint alleges that the defendants mismeasured the heating 
content of natural gas volumes and understated the value of gas on 
which royalty payments are due the federal government.  It also claims 
treble damages and seeks imposition of civil penalties, but does not 
include a request for any specific monetary damages.

     The Company and its affiliates have been involved with the 
producer in other litigation and currently plan to actively contest 
the newest round of allegations and claims. 

Item 6.  Exhibits and Reports on Form 8-K.

     (a)  The following exhibits have been filed as part of this 
report:

     Exhibit No. Exhibits

       10.14.    Firm Transportation Service Amendment with Questar 
                 Gas Company under Rate Schedule T-1 to extend the 
                 term of the basic agreement to June 30, 2002.

       10.14.    No Notice Service Agreement with Questar Gas Company 
                 under Rate Schedule NNT to extend the term of the 
                 basic agreement to June 30, 2002.

       12.       Ratio of earnings to fixed charges.

     (b)  The Company did not file a Current Report on Form 8-K during 
the quarter.
SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.
                                   QUESTAR PIPELINE COMPANY
                                              (Registrant)
 


May 13, 1999                       /s/ D. N. Rose
                                   D. N. Rose
                                   President and Chief Executive 
Officer



May 13, 1999                       /s/ S. E. Parks
                                   S. E. Parks
                                   Vice President, Treasurer, and
                                   Chief Financial Officer
<PAGE>
Exhibits Index

     Exhibit No.                Exhibits

       10.14.    Firm Transportation Service Amendment with Questar 
                 Gas Company under Rate Schedule T-1 to extend the 
                 term of the basic agreement to June 30, 2002.

       10.14.    No Notice Service Agreement with Questar Gas Company 
                 under Rate Schedule NNT to extend the term of the 
                 basic agreement to June 30, 2002.

       12.       Ratio of earnings to fixed charges.



</TABLE>