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
     SEPTEMBER 30, 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 October 31, 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      9 Months Ended       12 Months Ended
                                     September 30,       September 30,        September 30,
                                        1999      1998      1999       1998      1999       1998
                                     (In Thousands)
<S>                                  <C>       <C>       <C>        <C>       <C>        <C>
REVENUES                              $ 28,344  $ 27,233  $  82,546  $ 81,081  $ 110,022  $108,001

OPERATING EXPENSES
  Operating and maintenance              9,439    10,491     27,159    29,984     36,007    39,792
  Depreciation                           4,774     3,794     12,848    10,109     16,666    13,937
  Other taxes                              703       697      2,139     1,885      2,854     2,581

    TOTAL OPERATING EXPENSES            14,916    14,982     42,146    41,978     55,527    56,310

    OPERATING INCOME                    13,428    12,251     40,400    39,103     54,495    51,691

INTEREST AND OTHER
    INCOME (EXPENSE)                       416       (13)     3,666       (89)     3,833       215

EARNINGS (LOSS) FROM
    UNCONSOLIDATED AFFILIATES           (2,304)      944     (2,368)    2,094       (451)    2,705

DEBT EXPENSE                            (4,387)   (3,606)   (12,602)  (10,540)   (16,518)  (14,062)

    INCOME BEFORE INCOME TAXES           7,153     9,576     29,096    30,568     41,359    40,549

INCOME TAXES                             2,685     3,605     10,634    10,983     14,591    14,740

         NET INCOME                   $  4,468  $  5,971  $  18,462  $ 19,585  $  26,768  $ 25,809
</TABLE>


See notes to consolidated financial statements
<PAGE>

QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                               September 30,        December 31,
                                                  1999      1998       1998
                                                    (Unaudited)
                                                         (In Thousands)
<S>                                            <C>       <C>        <C>
ASSETS
Current assets
  Cash and short-term investments                         $   2,922  $  9,990
  Accounts receivable                           $ 24,860     10,995    21,304
  Inventories                                      2,916      2,217     2,203
  Other current assets                             1,750      1,590     1,714
    Total current assets                          29,526     17,724    35,211

Property, plant and equipment                    692,616    603,262   670,456
Less allowances for depreciation                 228,207    211,643   215,589
    Net property, plant and equipment            464,409    391,619   454,867

Investment in unconsolidated affiliates           54,737     66,564    54,712
Other assets                                      11,887     12,957    12,506

                                                $560,559  $ 488,864  $557,296

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
  Checks outstanding in excess of
      cash balances                             $    107
  Notes payable to Questar Corporation            72,300  $  92,900  $ 38,000
  Accounts payable and accrued
    expenses                                      17,185     19,803    51,047
    Total current liabilities                     89,592    112,703    89,047

Long-term debt                                   202,996    114,577   202,991
Other liabilities                                  1,602      4,267     4,546
Deferred income taxes                             66,830     63,171    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                              110,954    105,561   108,617
    Total common shareholder's equity            199,539    194,146   197,202

                                                $560,559  $ 488,864  $557,296
</TABLE>

See notes to consolidated financial statements
<PAGE>
QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                               9 Months Ended
                                               September 30,
                                                  1999      1998
                                               (In Thousands)
<S>                                            <C>       <C>
OPERATING ACTIVITIES
  Net income                                    $ 18,462  $  19,585
  Depreciation                                    13,445     11,063
  Deferred income taxes                            3,320        873
  (Earnings) losses from unconsolidated
    affiliates, net of cash distributions          3,988     (2,094)
                                                  39,215     29,427
  Change in operating assets and
     liabilities                                 (40,486)    (2,931)

        NET CASH PROVIDED FROM (USED IN)
          OPERATING ACTIVITIES                    (1,271)    26,496

INVESTING ACTIVITIES
  Capital expenditures
    Purchase of property, plant
      and equipment                              (23,443)   (22,319)
    Investment in unconsolidated affiliates       (4,014)   (37,493)
      Total capital expenditures                 (27,457)   (59,812)
   Proceeds from (costs of) disposition of
      property, plant and equipment                  456     (2,187)

      NET CASH USED IN INVESTING
        ACTIVITIES                               (27,001)   (61,999)

FINANCING ACTIVITIES
  Checks outstanding in excess of
      cash balances                                  107
  Increase in notes payable to
      Questar Corporation                         34,300     67,100
  Decrease in long-term debt                                (20,000)
  Payment of dividends                           (16,125)   (15,750)

      NET CASH PROVIDED FROM
        FINANCING ACTIVITIES                      18,282     31,350

      DECREASE IN CASH AND SHORT-
       TERM INVESTMENTS                         $ (9,990) $  (4,153)

</TABLE>

See notes to consolidated financial statements
<PAGE>
QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 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- and nine-month periods ended September 30, 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 and processing 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 called allowance for
funds used during construction (AFUDC).

                                     9 Months Ended
                                     September 30,
                                       1999      1998
                                     (In Thousands)

Revenues                              $  7,268  $  3,666
Operating income (loss)                 (2,362)    1,306
Income (loss) before income taxes       (5,839)    4,668




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

QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
September 30, 1999
(Unaudited)

Operating Results

Following is a summary of financial and operating information for the
Company:
<TABLE>
<CAPTION>
                                     3 Months Ended      9 Months Ended       12 Months Ended
                                     September 30,       September 30,        September 30,
                                        1999      1998      1999       1998      1999       1998
<S>                                  <C>       <C>       <C>        <C>       <C>        <C>
FINANCIAL RESULTS - (dollars in thousands)
Revenues
  From unaffiliated customers         $  8,863  $  9,578  $  27,638  $ 27,731  $  37,063  $  36,973
  From affiliates                       19,481    17,655     54,908    53,350     72,959     71,028
    Total revenues                    $ 28,344  $ 27,233  $  82,546  $ 81,081  $ 110,022  $ 108,001

Operating income                      $ 13,428  $ 12,251  $  40,400  $ 39,103  $  54,495  $  51,691
Net income                               4,468     5,971     18,462    19,585     26,768     25,809

OPERATING STATISTICS
Natural gas transportation volumes (in
  thousands of decatherms)
    For unaffiliated customers          38,314    33,052     99,025    97,119    122,653   121,486
    For Questar Gas                     14,236    15,001     75,955    80,383    103,073   109,202
    For other affiliated customers       1,006     7,227      9,464    19,634     16,708    29,869
      Total transportation              53,556    55,280    184,444   197,136    242,434   260,557

   Transportation revenue
     (per decatherm)                  $   0.32  $   0.32  $    0.28  $   0.27  $    0.29  $   0.28
</TABLE>

Revenues were 4% higher in the third quarter of 1999 and 2% higher in
the first nine months of 1999 due primarily to the addition of carbon
dioxide removal services.  Beginning in the third quarter of 1999 a
subsidiary of Questar Pipeline, Questar Transportation Services,
initiated operations to remove carbon dioxide from pipeline gas owned
by Questar Gas.   Revenues for gas storage increased from an expansion
of the Clay Basin storage complex beginning in May of 1998.   Lower
firm-transportation revenues have partially offset the increases in
storage and carbon dioxide removal services.  Average daily demand in
the first nine months of 1999 was lower than in 1998 as a result of
the expiration of several firm-transportation contracts.

Operating and maintenance expenses were lower in the 1999 periods
presented when compared with the 1998 periods due primarily to the
effects of an early retirement program effective August 1998 and to
the capitalization of a larger amount of administrative and general
expenses in connection with construction projects.  Labor-cost savings
amounted to $1.6 million in the first nine months of 1999.  Increased
spending for information technology has partially offset the expense
reductions discussed.

Increased investments in capital projects have resulted in higher
depreciation charges in the first nine months of 1999. Property taxes
increased in conjunction with the expansion of investment in plant
assets in 1999.

Interest and other income in the first nine months of 1999 includes a
reversal of a $2.5 million contingency reserve related to completion
of the TransColorado Pipeline and $1.2 million of AFUDC (capitalized
financing costs) from Questar Pipeline's capital projects.  Debt
expense was higher in the first nine months 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 Company capitalized approximately $2
million of interest costs in the first nine months of 1999 in
connection with construction of plant assets.

Earnings from unconsolidated affiliates includes the Company's share
of operating results reported by TransColorado Gas Transmission Co.
and Overthrust Pipeline Co.  Questar Pipeline's share of
TransColorado's 1999 pretax loss was $3.2 million.  The
TransColorado Pipeline has been in service since March 31, 1999.  The
quantity of gas flowing through the pipeline has been below the
current capacity of 160 MDth per day and priced at discounted rates
because of poor basin differentials between the Rocky Mountains and
the San Juan basin. The Company has a right to put its 50% ownership
of the pipeline to the other owner over a 12-month beginning March 31,
2001.  Questar Pipeline has guaranteed $100 million or 50% of a
TransColorado Gas Transmission Co. bank loan used to finance
construction of the pipeline.

The effective income tax rate was 36.5% in the first nine months of
1999 compared with 35.9% for the same period in 1998.


Liquidity and Capital Resources

Operating Activities

In the first nine months of 1999, operating activities resulted in a
$1,271,000 net use of cash due primarily to changes in operating
assets and liabilities.  A $40,486,000 decrease in cash flow from
operating assets and liabilities was caused by timing differences in
paying costs of construction projects.

Investing Activities

Capital expenditures were $27,457,000 in the first nine months of 1999
compared with $59,812,000 in the corresponding 1998 period.  The
TransColorado Pipeline was under constructed a year ago.  Capital
expenditures for calendar year 1999 are estimated to be $64.3 million.

Financing Activities

Questar Corporation loans funds to the Company under a short-term
arrangement.  As of  September 30, Questar Pipeline had borrowed from
Questar $72.3 million in 1999 and $92.9 million in 1998.   Remaining
1999 capital expenditures 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.  In October 1999, the Company borrowed $42 million with a
weighted average coupon rate of  7.48% and a 10 year life on its
medium-term note program.


Regulatory Matters

The Federal Energy Regulatory Commission issued a preliminary
determination approving Questar Southern Trails' proposal to convert a
700-mile pipeline from liquid transportation to natural gas
transportation.  However, an issuance of a certificate is dependent on
completion of a favorable environmental review.  Questar Pipeline is
actively working to complete the environmental review and to obtain
contracts with shippers to provide the market support for incurring
the conversion costs.

Overthurst Pipeline filed a general rate case October 1, 1999
requesting a $1 million increase in its cost of service.


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
identified 55 projects among Questar and its affiliated companies
that were classified into application software, infrastructure,
non-information technology equipment or critical third-party
associations.  As of September 30, 1999 those 55 projects have been
assessed, remediated, tested and determined to be completed.  In the
process, Questar employees contacted more than 8,000 vendors and
suppliers to assess their readiness to meet obligations to the
Company.  The estimated cost of the Y2K project is $5.1 million.
Questar Pipeline's portion of the Y2K costs is estimated to be $1.0
million.

The Company has no cause to believe that Y2K will disrupt operations
but has developed contingency plans  to ensure service is not
disrupted due to Y2K problems.  Operators, engineers,
information-technology, communications and other employees will be
available during the last half of December 1999 and into January 2000,
to be prepared to respond to unforeseen contingencies that may arise.
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 adversely affect the
Company's results of operations, liquidity and financial condition.

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 or on Questar's website at www.questar.com.


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 Pipeline Company (Questar Pipeline or the Company)
and several other affiliates of Questar Corporation are named
defendants in several actions filed by Jack J. Grynberg, an
independent producer.  The action that was filed under the Federal
False Claims Act has recently been consolidated with the approximately
76 actions filed by the same producer against other pipelines and
their affiliates.  The cases have been consolidated in federal
district court for the district of Wyoming for pre-trial motions and
discovery.  The cases involve allegations that the pipelines
mismeasured the heating content of natural gas volumes and understated
the value of gas on which royalty payments are due the federal
government.

     Mr. Grynberg recently filed a complaint against the Company in a
state district court in Utah alleging that Questar Pipeline
mismeasured the heating content of natural gas volumes produced in
southwest Wyoming that were attributable to the producer's working
interest.  The Company filed a motion to stay this action pending the
resolution of similar issues in other actions.  Finally, Questar
Pipeline is a named defendant in another case that Mr.Grynberg filed
in Wyoming's federal district court that has been stayed pending the
resolution of an appeal to the Court of Appeals for the Tenth Circuit
in yet another case that involves the producer and an affiliate of the
Company.  See the Company's Report on Form 10-Q for the quarter ended
June 30, 1999, Item 1.  Legal Proceedings.

     b.   On October 15, 1999, the Federal Energy Regulatory
Commission (the FERC) issued a Preliminary Decision on
Non-Environmental Issues in the Company's application to convert an
oil pipeline to natural gas.  The 700-mile pipeline, which has been
designated as the Southern Trails line, extends from the Four Corners
area of Utah, Colorado, New Mexico, and Arizona to Long Beach,
California.  The FERC made a preliminary decision that a certificate
of public convenience and necessity should be issued to Southern
Trails under the optional certificate procedures and dismissed as
"speculative" the allegations made by an intervening local
distribution company that the line would result in idle capacity and
unrecovered costs on other systems.  Final regulatory approval is
dependent on the completion of a favorable environmental review.
Questar Pipeline is actively working to complete the environmental
review and to obtain contracts with shippers to provide market support
for the conversion.

     c.     The Company and Colorado Interstate Gas Company (CIG) are
parties to a letter agreement effective Septemer 30, 1999, for the joint
construction and operation of a 75-mile, 24-inch diameter pipeline that
extends from the Price area of eastern Utah to a proposed interconnect
with Kern River Gas Transmission Company located near Elberta, Utah.
The new line, which parallels an existing line owned by Questar Pipeline,
is scheduled to be in service prior to the 2000-2001 heating season.  It
will provide additional transportation capacity to move gas into the Wasatch
Front of Utah and into the Kern River line.

Item 6.  Exhibits and Reports on Form 8-K

     a.   The following exhibits have been filed as part of this
report.

     Exhibit No.    Exhibit

         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)



November 10, 1999                  /s/ D. N. Rose
                                   D. N. Rose
                                   President and Chief Executive
                                   Officer


November 10, 1999                  /s/ S. E. Parks
                                   S. E. Parks
                                   Vice President, Treasurer, and
                                   Chief Financial Officer

                           EXHIBIT INDEX

Exhibit
Number     Exhibit

   12.     Ratio of earnings to fixed charges.