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 
      JUNE 30, 1997                 
                                   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 11450, 79 South State Street, Salt Lake City, Utah        84147
(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 June 30, 1997
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.


PART I  FINANCIAL INFORMATION
Item 1.  Financial Statements

QUESTAR PIPELINE COMPANY
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
                                     3 Months Ended        6 Months Ended       12 Months Ended
                                      June 30,              June 30,             June 30,
                                        1997       1996       1997       1996      1997      1996
                                     (In Thousands)
<S>                                  <C>        <C>        <C>        <C>       <C>       <C>
REVENUES                                $25,907    $25,726    $52,628   $51,802  $105,004   $98,892

OPERATING EXPENSES
  Operating and maintenance               9,637      9,314     18,545    19,575    38,929    36,149
  Depreciation                            3,614      3,434      7,211     6,812    14,605    13,311
  Other taxes                               664        902      1,415     1,944     1,990     3,349
    TOTAL OPERATING EXPENSES             13,915     13,650     27,171    28,331    55,524    52,809

    OPERATING INCOME                     11,992     12,076     25,457    23,471    49,480    46,083

INTEREST AND OTHER INCOME                    91        260         96       804     1,090       592

INCOME (LOSS) FROM
  UNCONSOLIDATED AFFILIATES                  (6)        35        (74)       72        36     1,111

DEBT EXPENSE                             (3,314)    (3,452)    (6,665)   (6,846)  (13,235)  (13,551)

     INCOME FROM CONTINUING
       OPERATIONS BEFORE
       INCOME TAXES                       8,763      8,919     18,814    17,501    37,371    34,235

INCOME TAXES                              3,303      3,384      7,032     6,715    13,732    12,566

    INCOME FROM CONTINUING
       OPERATIONS                         5,460      5,535     11,782    10,786    23,639    21,669

DISCONTINUED OPERATIONS -
    QUESTAR GAS MANAGEMENT
    COMPANY                                            356                1,495               3,175

    NET INCOME                           $5,460     $5,891    $11,782   $12,281   $23,639   $24,844
</TABLE>
See notes to financial statements
<PAGE>

QUESTAR PIPELINE COMPANY
CONDENSED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
                                      June 30,             December 31,
                                        1997       1996       1996
                                                (In Thousands)
<S>                                  <C>        <C>        <C>
ASSETS
Current assets
  Cash and short-term investments        $5,411     $1,254     $2,550
  Notes receivable from Questar
     Gas Management                                 16,000
  Accounts receivable                   $10,229      4,854      8,229
  Inventories                             2,363      2,186      2,301
  Other current assets                    1,754      1,513      1,938
    Total current assets                 19,757     25,807     15,018

Property, plant and equipment           566,777    552,372    562,711
Less allowances for depreciation        201,269    189,636    194,396
    Net property, plant and equipment   365,508    362,736    368,315

Investment in discontinued operations               29,250
Investment in unconsolidated
   affiliates                            14,323      9,155     14,347
Other assets                             10,789     10,645     11,070

                                       $410,377   $437,593   $408,750

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
  Notes payable to Questar
    Corporation                         $11,600       $700    $11,800
  Accounts payable and accrued
    expenses                             15,869     62,438     14,823
    Total current liabilities            27,469     63,138     26,623

Long-term debt                          134,554    134,535    134,544
Other liabilities                         4,257      4,878      4,322
Deferred income taxes                    58,572     53,406     58,768

Common shareholder's equity
  Common stock                            6,551      6,551      6,551
  Additional paid-in capital             82,034     82,034     82,034
  Retained earnings                      96,940     93,051     95,908
    Total common shareholder's equity   185,525    181,636    184,493

                                       $410,377   $437,593   $408,750
</TABLE>
See notes to financial statements
<PAGE>


QUESTAR PIPELINE COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                     6 Months Ended
                                      June 30,
                                        1997       1996
                                     (In Thousands)
<S>                                  <C>        <C>
OPERATING ACTIVITIES
  Net income                            $11,782    $12,281
  Depreciation                            7,768      7,670
  Deferred income taxes                    (196)    (2,743)
  Income from discontinued operations               (1,495)
  Loss (income) from unconsolidated
    affiliates                               74        (72)
                                         19,428     15,641
  Change in operating assets
    and liabilities                        (606)    30,825

        NET CASH PROVIDED FROM
          OPERATING ACTIVITIES           18,822     46,466

INVESTING ACTIVITIES
  Capital expenditures
    Purchase of property, plant
      and equipment                      (4,227)    (5,745)
    Other investments                       (50)
      Total capital expenditures         (4,277)    (5,745)
  Costs of disposition of property,
     plant and equipment                   (734)      (669)

      NET CASH USED IN INVESTING
        ACTIVITIES                       (5,011)    (6,414)

FINANCING ACTIVITIES
  Decrease in note receivable from
     Questar Gas Management                            689
  Decrease in note payable
     to Questar Corporation                (200)   (14,500)
  Payment of dividends                  (10,750)   (26,000)

      NET CASH USED IN FINANCING
        ACTIVITIES                      (10,950)   (39,811)

      INCREASE IN CASH AND
         SHORT-TERM INVESTMENTS          $2,861       $241
</TABLE>

The $29,250,000 special dividend declaration of Questar Gas Management
shares was a non-cash transaction and excluded from the Statement of
Cash Flows.

See notes to financial statements
<PAGE>

QUESTAR PIPELINE COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 1997
(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-and
six-month periods ended June 30, 1997, are not necessarily indicative of
the results that may be expected for the year ending December 31, 1997.
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, 1996.


Note 2 - Discontinued Operations - Gathering Division Spin Down and
Transfer

Questar Pipeline transferred approximately $55 million of gas-gathering
assets to Questar Gas Management Company, a wholly owned subsidiary.
The transfer was approved by the Federal Energy Regulatory Commission
(FERC) February 28, 1996 and was effective March 1, 1996.  Questar Gas
Management was subsequently transferred to the nonregulated Market
Resources group of Questar on July 1, 1996 and now is a wholly owned
subsidiary of Entrada Industries.  The transaction was in the form of a
stock dividend payable to Questar with no gain or loss recorded.
Questar Pipeline's financial statements for prior periods were restated
reflecting gas-gathering operations as a discontinued business segment.

Questar Pipeline has submitted an application to the FERC to transfer
approximately $1.5 million of additional facilities to Questar Gas
Management.  The facilities consist of several miles of non-mainline
laterals, a portion of a mainline pipeline and a compressor station.
The application requested that the transfer be effective May 31, 1997.
However, the transfer was delayed by a group of producers protesting
part of the transfer.  The FERC has not yet ruled on the Company's
application.


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

QUESTAR PIPELINE COMPANY
June 30, 1997
(Unaudited)

Operating Results

Following is a summary of financial and operating information for the
Company:
<TABLE>
<CAPTION>
                                     3 Months Ended        6 Months Ended       12 Months Ended
                                      June 30,              June 30,             June 30,
                                        1997       1996       1997       1996      1997      1996
                                     (Dollars In Thousands)
<S>                                  <C>        <C>        <C>        <C>       <C>       <C>
FINANCIAL RESULTS
Revenues
  From unaffiliated customers            $8,732    $11,360    $17,863   $19,447   $37,253   $37,700
  From affiliates                        17,175     14,366     34,765    32,355    67,751    61,192
    Total revenues                      $25,907    $25,726    $52,628   $51,802  $105,004   $98,892
Operating income                        $11,992    $12,076    $25,457   $23,471   $49,480   $46,083
Income from continuing operations        $5,460     $5,535    $11,782   $10,786   $23,639   $21,669

OPERATING STATISTICS
Natural gas transportation volumes (in
  thousands of decatherms)
    For unaffiliated customers           27,633     36,158     60,936    73,031   119,800   147,427
    For Mountain Fuel                    26,011     16,426     68,275    53,582   114,854    88,702
    For other affiliated customers       10,993     10,271     17,809    14,869    47,267    37,349
      Total transportation               64,637     62,855    147,020   141,482   281,921   273,478

   Transportation revenue (per
    decatherm)                            $0.26      $0.28      $0.23     $0.24     $0.23     $0.24
</TABLE>


Revenues were higher in the 6- and 12-month periods of 1997 due
primarily to a rate increase, which became effective on February 1,
1996.

Operating and maintenance expenses increased 3% in the second quarter of
1997 when compared to the second quarter of 1996 due primarily to
charges for electronic field measurement services.  Operating and
maintenance expenses were lower in the first half of 1997 due to reduced
labor and related costs and some operating efficiencies.  Operating
efficiencies resulted from the consolidation of certain administrative,
marketing, financial, technical and related services under Questar
Regulated Services Co., which wholly owns Questar Pipeline.  These
services were previously staffed and performed separately by Questar
Pipeline and its affiliated company, Mountain Fuel.  Operating and
maintenance expenses were 8% higher for the 12-month period ended June
30, 1997 when compared with the same period of 1996, primarily because
of some one-time costs associated with the spin-down of certain assets
to Questar Gas Management Company and settlement issues in Questar
Pipeline's most recent rate proceeding.

Depreciation expense was higher in the 1997 periods as a result of
increased investment in property, plant and equipment.  Other taxes were
lower in the 3- and 6-month periods of 1997 when compared with the same
periods of 1996 primarily due to reduced payroll taxes because the
number of employees has decreased from a year ago.  Interest and other
income was lower in the 3- and 6-month periods of 1997 because Questar
Gas Management repaid a loan to the Company and the proceeds were
dividended to Questar. The effective income tax rate for the first half
was 37.4% in 1997 compared with 38.4% in 1996.

On May 9, 1997, the Federal Energy Regulatory Commission (FERC) issued an
"Order Instituting Proceeding" in Docket No. IN97-1, in which it alleges
that Questar Pipeline had overcharged its affiliated company, Mountain Fuel,
for gathering services provided from November 1988 through September 1992.
The FERC order states that Questar Pipeline may have violated the Natural Gas
Act by charging Mountain Fuel rates different from those rates specified in
the tariff.  The FERC is ordering Questar Pipeline to show why the
allegations are incorrect and why it should not refund the alleged
overcharge of $3.4 million plus interest to Mountain Fuel.  Questar
Pipeline believes that it did not overcharge Mountain Fuel.  Questar
Pipeline also believes that its actions were fully justified and in full
compliance with applicable law and FERC orders, based on its
understanding of the issues dealing with jurisdiction over gathering
during the period in question. Management does not believe the ultimate
outcome of this order will have a material impact on results of
operations, financial position or liquidity.


Liquidity and Capital Resources

Operating Activities:

Net cash provided from operating activities of $18,822,000 for the first
half of 1997 was lower when compared with $46,466,000 for the same
period in 1996 due primarily to changes in operating assets and
liabilities.  The 1996 period included a $16,000,000 special dividend
declaration associated with the loan repayment from Questar Gas
Management.  Also, the first half of 1996 included the collection of
rates subject to refund amounting to $7,400,000.

Investing Activities:

Capital expenditures were $4,277,000 in the first half of 1997 compared
with $5,745,000 in the corresponding 1996 period.  Capital expenditures
for calendar year 1997 are estimated to be $48,500,000, which includes
$18,600,000 earmarked for the Company's share of the second phase of the
TransColorado Pipeline.  The second phase will cost approximately $200
million and includes 270 miles of 22- and 24-inch pipeline and two
compressor plants.  The Company will ultimately have a 50% share of the
project after completing a purchase of 50% of El Paso Energy
Corporation's interest in Phase II and 100% of El Paso's interest in
Phase I.

Financing Activities:

The Company has a short-term line-of-credit arrangement with a bank
totaling $200,000.  In addition, Questar Corporation loans funds to the
Company under a short-term arrangement.  As of June 30, amounts borrowed
from Questar were $11,600,000 in 1997 and $700,000 in 1996.  No amounts
were borrowed under the short-term line-of-credit arrangement at June
30, 1997.  First half financing activities in 1997 and 1996 included
payment of dividends and a partial repayment of the Company's notes
payable to Questar.  Capital expenditures for 1997 are expected to be
financed from net cash flow provided from operations and borrowings from
Questar.

This 10-Q contains forward-looking statements about the future
operations 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.


                                 PART II
                            OTHER INFORMATION
Item 1.  Legal Proceedings.
      On August 7, 1997, Questar Pipeline Company (Questar Pipeline or 
the Company) filed a formal Answer and Motion for Hearing in response to 
an Order Instituting Proceeding issued by the Federal Energy Regulatory 
Commission (the FERC).  This order, which contains allegations that the 
Company charged gathering rates higher than specified in its tariff to 
Mountain Fuel Supply Company for the period from November 1, 1988 
through September 30, 1992, is described in the Company's Quarterly 
Report on Form 10-Q for the quarter ended March 31, 1997.  In its 
answer, Questar Pipeline emphasized that the issues raised by the FERC 
were treated in earlier rate settlements involving interested parties 
and that all parties are bound by these settlements.  In addition, the 
Company denied that it overcharged Mountain Fuel when collecting rates 
for gathering activities.  Questar Pipeline believes that its gathering 
rates were fully justified and that its activities were in full 
compliance with applicable law and FERC orders.  The Company requested 
the FERC to dismiss the proceeding or to conduct a full hearing on the 
issues.
      Questar Pipeline transferred its gathering assets to Questar Gas 
Management Company, an affiliated entity, effective March 1, 1996, but 
is the responsible party for any ultimate outcome.
Item 6.  Exhibits and Reports on Form 8-K.
      a.   The following exhibit has been filed as part of this report:
      Exhibit No.Exhibit
          3.3.   Bylaws (as amended on August 12, 1997).
                               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)



August 13, 1997                         /s/ D. N. Rose
   (Date)                               D. N. Rose
                                        President and Chief
                                        Executive Officer



August 13, 1997                         /s/ S. E. Parks
   (Date)                               S. E. Parks
                                        Vice President, Treasurer
                                        and Chief Financial Officer