UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549

Form 10-Q



|[X]                                                                                            |    | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003. 
|---------------------------------------------------------------------------------------------- | -- | -------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                               | 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 Number 0-14147                                                                
|                                                                                              
|QUESTAR PIPELINE COMPANY                                                                      
|                                                                                              
|(Exact name of registrant as specified in its charter)                                        
|State of Utah(State or other jurisdiction of
incorporation or organization)                    |    | 87-0307414(IRS Employer Identification Number)                                                                                             
|                                                                                               |    |                                                                                                                                            
|P.O. Box 45360
180 East 100 South
Salt Lake City, Utah(Address of principal executive offices) |    | 84145-0360(Zip code)                                                                                                                       

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



|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.
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|Yes   [X] |  | No   [  ]
|--------- |  | ---------





|Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)
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|Yes   [  ] |  | No   [X]
|---------- |  | --------



|Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
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|Class                                                                                                                                                          |  | Outstanding as of October 31, 2003
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------
|                                                                                                                                                               |  |                                   
|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.







|Questar Pipeline Company and Subsidiaries                  
|-----------------------------------------------------------
|Form 10-Q for the Quarterly Period Ended September 30, 2003
|                                                           
|TABLE OF CONTENTS                                          



|. |  | Page
|- |  | ----



|PART I.  | FINANCIAL INFORMATION                                |   
|-------- | ---------------------------------------------------- | --
|         |                                                      |   
|Item 1.  | Financial Statements                                 |   
|         |                                                      |   
|         | Consolidated Income Statements                       | 3 
|         |                                                      |   
|         | Condensed Consolidated Balance Sheets                | 4 
|         |                                                      |   
|         | Condensed Consolidated Statements of Cash Flows      | 5 
|         |                                                      |   
|         | Notes Accompanying Consolidated Financial Statements | 6 
|         |                                                      |   
|Item 2.  | Management's Discussion and Analysis of              |   
|         | Financial Condition and Results of Operations        | 7 
|         |                                                      |   
|Item 4.  | Controls and Procedures                              | 10
|         |                                                      |   
|         |                                                      |   
|         |                                                      |   
|PART II. | OTHER INFORMATION                                    |   
|         |                                                      |   
|Item 6.  | Exhibits and Reports on Form 8-K                     | 11
|         |                                                      |   
|         | Signatures                                           | 11
|         |                                                      |   
|         |                                                      |   



|PART I  FINANCIAL INFORMATION                               
|------------------------------------------------------------
|Item 1.  Financial Statements                               
|                                                            
|QUESTAR PIPELINE COMPANY AND SUBSIDIARIES                   
|CONSOLIDATED STATEMENTS OF INCOME                           
|(Unaudited)                                                 
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|REVENUES                                                    
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|OPERATING EXPENSES                                          
|Operating and maintenance                                   
|Depreciation                                                
|Other taxes                                                 
|                                                            
|                                                            
|TOTAL OPERATING EXPENSES                                    
|                                                            
|                                                            
|OPERATING INCOME                                            
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|INTEREST AND OTHER INCOME (EXPENSE)                         
|                                                            
|INCOME FROM OPERATIONS OF                                   
|UNCONSOLIDATED AFFILIATES                                   
|                                                            
|DEBT EXPENSE                                                
|                                                            
|                                                            
|INCOME BEFORE INCOME TAXES                                  
|AND CUMULATIVE EFFECT                                       
|                                                            
|INCOME TAXES                                                
|                                                            
|                                                            
|INCOME BEFORE CUMULATIVE EFFECT                             
|                                                            
|Cumulative effect of accounting change                      
|for asset retirement obligations, net of                    
|income taxes of $78                                         
|                                                            
|                                                            
|NET INCOME                                                  
|                                                            
|                                                            
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|See notes accompanying the consolidated financial statements
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|3                                                           



|QUESTAR PIPELINE COMPANY AND SUBSIDIARIES                   
|------------------------------------------------------------
|CONDENSED CONSOLIDATED BALANCE SHEETS                       
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|See notes accompanying the consolidated financial statements
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|4                                                           



|                                                            
|------------------------------------------------------------
|QUESTAR PIPELINE COMPANY AND SUBSIDIARIES                   
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS             
|(Unaudited)                                                 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|OPERATING ACTIVITIES                                        
|Net income                                                  
|Adjustments to reconcile net income to net cash             
|provided from operating activities:                         
|Depreciation                                                
|Deferred income taxes                                       
|Income from unconsolidated affiliates,                      
|net of cash distributions                                   
|Net loss from selling assets                                
|Cumulative effect of accounting change                      
|                                                            
|                                                            
|Change in operating assets and liabilities                  
|                                                            
|                                                            
|NET CASH PROVIDED FROM OPERATING                            
|ACTIVITIES                                                  
|                                                            
|INVESTING ACTIVITIES                                        
|Capital expenditures                                        
|Purchase of property, plant and equipment                   
|Investment in unconsolidated affiliates                     
|                                                            
|Total capital expenditures                                  
|Cost of disposition of assets                               
|                                                            
|                                                            
|NET CASH USED IN INVESTING ACTIVITIES                       
|                                                            
|FINANCING ACTIVITIES                                        
|Change in notes payable to Questar Corp.                    
|Payment of dividends                                        
|                                                            
|                                                            
|NET CASH PROVIDED FROM (USED IN)                            
|FINANCING ACTIVITIES                                        
|                                                            
|                                                            
|Change in cash and cash equivalents                         
|Beginning cash and cash equivalents                         
|                                                            
|Ending cash and cash equivalents                            
|                                                            
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|See notes accompanying the consolidated financial statements
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|5                                                           



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|QUESTAR PIPELINE COMPANY AND SUBSIDIARIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|September 30, 2003                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(Unaudited)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 1 - Basis of Presentation of Interim Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|The accompanying consolidated financial statements of Questar Pipeline Company (Questar Pipeline or the Company), with the exception of the condensed consolidated balance sheet at December 31, 2002, have not been audited by independent public accountants.  The interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods presented.  All such adjustments are of a normal recurring nature. The results of operations for the three-, nine- and twelve-month periods ended September 30, 2003, are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.  The straight fixed-variable rate design, which allows for recovery of substantially all fixed costs in the demand or reservation charges, reduces the earnings impact of weather conditions on gas transportation and storage operations. For further information refer to the financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2002 filed by Questar Pipeline.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 2 - Cumulative Effect of Accounting change - "Accounting for Asset Retirement Obligation"                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|On January 1, 2003, Questar Pipeline adopted Statement of Financial Accounting Standards 143 (SFAS 143) "Accounting for Asset Retirement Obligations." As a result, the Company recorded a $133,000 after tax charge for the cumulative effect of this accounting change and a $238,000 long-term asset retirement obligation.  SFAS 143 addresses the financial accounting and reporting of the fair value of legal obligations associated with the retirement of tangible long-lived assets. The new standard requires the Company to estimate a fair value of abandonment costs and to capitalize and depreciate those costs over the life of the related assets. The provisions of SFAS 143 did not apply to a majority of the Company's long-lived assets due to lack of a legal obligation to abandon the assets or to an indeterminate abandonment date. The new accounting rules allow deferral of an obligation until the abandonment date is known.                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|The asset retirement obligation is adjusted to its present value each period through an accretion process using a credit-adjusted risk-free interest rate.    Both the accretion expense associated with the liability and the depreciation associated with the capitalized abandonment costs are non-cash expenses until the asset is retired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 3 - Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Certain reclassifications were made to the 2002 financial statements to conform with the 2003 presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



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|Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|QUESTAR PIPELINE COMPANY AND SUBSIDIARIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|September 30, 2003                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(Unaudited)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Operating Results                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Following is a summary of financial and operating information for the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|FINANCIAL RESULTS - (In Thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|From unaffiliated customers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|From affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|Total revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|Operating income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|Income before cumulative effect                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Cumulative effect of accounting change                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Net income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|OPERATING STATISTICS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Natural gas transportation volumes (In                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Thousands of Decatherms)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|For unaffiliated customers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|For Questar Gas                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|For other affiliated customers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Total transportation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|Transportation revenue (per Dth)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|Third Quarter Earnings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Questar Pipeline's third quarter earnings were $7.9 million in 2003 compared with $8.8 million in 2002.  Lower construction activity in 2003 resulted in higher operating and maintenance costs due to reduced construction-related capitalized costs.  Also, the TransColorado pipeline contributed to 2002 third quarter income before its sale in the fourth quarter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Revenues were higher in the 2003 periods compared with the 2002 periods due primarily to increased transportation capacity and contracted services.  Total firm daily demand was 1,524,000 Dth in the first nine months of 2003 compared with 1,421,000 Dth in the first nine months of 2002.  Higher volumes were primarily the result of the startup of the eastern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|segment of the Questar Southern Trails pipeline mid-year 2002.  The eastern segment of Southern Trails has a capacity of 80,000 Dth daily, which is fully-contracted through 2006.  Beginning in May 2003, Questar Pipeline expanded its transportation service to the Kern River pipeline and deliveries subsequently increased by an average of 155,000 Dth per day.  Gas transported on Overthrust pipeline accounted for about 55% of the increase.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Revenues in the 2003 periods also benefited from higher prices received for natural gas liquids removed from the transmission line, revenues from nonjurisdictional gas gathering and park and loan storage fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Lower construction activity resulted in lower capitalization of costs and caused increased operating and maintenance expenses in a comparison of the year to date periods of 2003 and 2002.  In addition, employee benefit costs, insurance and pipeline inspection costs are higher in the 2003 periods.  The higher level of investment in pipeline projects of past years resulted in higher depreciation expenses and property taxes in the 2003 periods.  Capitalized financing costs related to construction were significantly lower in 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Other income, debt expense and income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Interest and other income was lower in the 2003 periods due to less capitalization of financing costs resulting from reduced construction activity.  The third quarter of 2003 includes a $300,000 pretax loss from selling assets.  The third quarter of 2002 includes a $3 million charge to reduce an asset being sold to net realizable value.  Earnings from unconsolidated affiliates included the Company's proportionate shares of the TransColorado pipeline and the Overthrust pipeline.  In the fourth quarter of 2002, TransColorado was sold and the Ovethrust Pipeline became wholly owned.  Lower debt balances and lower variable interest rates resulted in lower expenses in the three- and nine-months ended September 30, 2003 compared with the same period of 2002.  The effective income tax rate for the first nine months was 37.1% and 36.8% in 2003 and 2002, respectively.                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Cumulative Effect of Change in Accounting Method                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|On January 1, 2003, the Company adopted a new accounting rule, SFAS 143, "Accounting for Asset Retirement Obligations" and recorded a cumulative effect that reduced net income by $133,000.  The ongoing accretion and depreciation expenses associated with SFAS 143 are insignificant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Liquidity and Capital Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Net cash provided from operating activities of $69.1 million in the first nine months of 2003 was $19.8 million more than the amount reported for the same period of 2002 due to timing differences, primarily in accounts payable and accrued expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Investing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Capital expenditures were $18.3 million in the first nine months of 2003, which was $62.9 million less than was reported in the corresponding period of 2002 because of the 2002 completion of pipeline projects.  The capital expenditure forecast for 2003 is $40.6 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Financing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|In the first nine months of 2003 net cash flow provided from operating activities was used to fund capital expenditures, pay cash dividends and repay $33.1 million of debt.  Forecasted capital expenditures for 2003 are expected to be financed with the proceeds from net cash provided from operating activities and debt from Questar.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Western Segment of Questar Southern Trails Pipeline Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Questar Pipeline has thus far been unsuccessful in its efforts to secure long-term contracts required to place the western segment of the Southern Trails pipeline into service.  The western segment extends from the California-Arizona border to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Long Beach, California. Questar Southern Trails Pipeline Company, a subsidiary of Questar Pipeline, is actively seeking customers willing to enter into long-term gas transportation contracts necessary to place the western segment into service.  Questar Pipeline is also considering selling this pipeline, and has received non-binding offers from several interested parties.  A decision to place in-service or sell the pipeline is expected by the end of 2003 or early 2004.  Questar Southern Trails Pipeline's investment in the western segment is approximately $53 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Federal Energy Regulatory Commission (FERC) - Notice of Proposed Rulemaking (NOPR) on Affiliated Relations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|The FERC has proposed rules requiring pipelines to comply with certain "nondiscriminatory" standards when dealing with affiliated energy companies including state regulated local distribution companies.  At the current time, local distribution companies (LDCs) such as Questar Gas that do not engage in unregulated gas sales are exempt from the FERC's marketing affiliate regulations.  Questar Regulated Services believes that the current exemption should be continued, but the FERC has not yet made a decision on whether affiliate rules should be expanded to include gas LDCs such as Questar Gas.  A FERC decision to extend energy affiliate rules to include LDCs could result in higher costs for Questar Pipeline and Questar Gas.  Questar Pipeline and Questar Gas realize significant cost savings by sharing the cost of administrative, engineering, gas control, technical, accounting, legal and regulatory services.                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|FERC - NOPR on Quarterly Financial Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|The FERC issued a NOPR on Quarterly Financial Reporting and Revision to the Annual Reports.  The NOPR, among other issues, requires a new quarterly filing of financial statements matching the deadlines imposed by the SEC and including a discussion and analysis of earnings for the first time.  The FERC has not previously required quarterly statements.  The added burden of preparing quarterly reports for the FERC and SEC simultaneously will cause an increase in operating costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|FORWARD-LOOKING STATEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|This report includes "forward-looking statements" within the meaning of Section 27(A) of the Securities Act of 1933, as amended, and Section 21(E) of the Securities Exchange Act of 1934, as amended.  All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements.  In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "could," "expect," "intend," "project," "estimate," "anticipate," "believe," "forecast," or "continue" or the negative thereof or variations thereon or similar terminology.  Although 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 expressed or implied in forward-looking statements include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Changes in general economic conditions;
Changes in rate-regulatory policies;
Rate of inflation and interest rates;
Assumptions used in business combinations;
Weather and other natural phenomena;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9The effect of environmental regulation;
Changes in customers' credit ratings, including energy merchants;
Competition from other forms of energy, other pipelines and storage facilities;
The effect of accounting policies issued periodically by accounting standard-setting bodies;
Adverse repercussion from terrorist attacks or acts of war;
Adverse changes in the business or financial condition of the company; and
Lower credit ratings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Item 4.  Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|a. Evaluation of Disclosure Controls and Procedures.  The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date").  Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company, including its consolidated subsidiaries, required to be included in the Company's reports filed or submitted under the Exchange Act.                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|b.  Changes in Internal Controls.  Since the Evaluation Date, there have not been any significant changes in the Company's internal controls or in other factors that could significantly affect such controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|10                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 





|Part II 
OTHER INFORMATION
|--------------------------



|Item 6.  Exhibits and Reports on Form 8-K.
          a.  The following exhibits are filed as part of this report.
|-----------------------------------------------------------------------------------------------------------------



|Exhibit No.                                                                           | Exhibit                                                                                                                                                                       
|------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                      |                                                                                                                                                                               
|31.1                                                                                  | Certification signed by A. K. Allred, the Chief Executive Officer of Questar Pipeline Company ("Questar Pipeline"), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|                                                                                      |                                                                                                                                                                               
|31.2                                                                                  | Certification signed by S. E. Parks, Questar Pipeline Company's Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                           
|                                                                                      |                                                                                                                                                                               
|b.  Questar Pipeline did not file any Current Reports 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 12, 2003 |  | /s/A. K. Allred                                                   
|                  |  |                                                                   
|Date              |  | A. K. Allred
President and Chief Executive Officer                
|                  |  |                                                                   
|                  |  |                                                                   
|November 12, 2003 |  | /s/S. E. Parks                                                    
|                  |  |                                                                   
|Date              |  | S. E. Parks
Vice President, Treasurer, and Chief Financial Officer
|                  |  |                                                                   
|                  |  |                                                                   
|                  |  |                                                                   
|                 
|                 
|                 
|                 
|                 
|                 
|                 
|11               



|Exhibit List
|------------



|Exhibit No. | Exhibit                                                                                                                                                                       
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                               
|31.1        | Certification signed by A. K. Allred, the Chief Executive Officer of Questar Pipeline Company ("Questar Pipeline"), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            |                                                                                                                                                                               
|31.2        | Certification signed by S. E. Parks, Questar Pipeline Company's Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                           
|            |                                                                                                                                                                               
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|12         





|Exhibit No. 31.1                
|--------------------------------
|CERTIFICATION                   
|I, Alan K. Allred, certify that:



|1. | I have reviewed this quarterly report on Form 10-Q of Questar Pipeline Company;
|-- | -------------------------------------------------------------------------------



|2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | a)                                                                                                                                                                                                                      
|   | b)                                                                                                                                                                                                                      
|   | c)                                                                                                                                                                                                                      



|5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) | all significant deficiencies in the design or operation of internal controls that could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls;                                                                                                                                           



|6. | The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









|November 12, 2003 |  | /s/A. K. Allred                                   
|----------------- |  | --------------------------------------------------
|                  |  |                                                   
|Date              |  | A. K. Allred
President and Chief Executive Officer
|13               



|Exhibit 31.2.                
|-----------------------------
|                             
|CERTIFICATION                
|I, S. E. Parks, certify that:



|1. | I have reviewed this quarterly report on Form 10-Q of Questar Pipeline Company;
|-- | -------------------------------------------------------------------------------



|2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and                                                                                                  
| | c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | a)                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                           



|6.                | The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|----------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|November 12, 2003 |                                                                                                                                                                                                                                                                                                                                                                                         
|                  |                                                                                                                                                                                                                                                                                                                                                                                         
|Date              |                                                                                                                                                                                                                                                                                                                                                                                         
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|14