SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 10-Q

(Mark One)

[x]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
                                         OR
[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____

                           Commission File No. 0-14147

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


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


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


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

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

                               Yes   x       No      

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

           Class                        Outstanding as of September 30, 1998
Common Stock, $1.00 par value                      6,550,843 shares       

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


PART I  FINANCIAL INFORMATION
Item 1.  Financial Statements

QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
                                     3 Months Ended      9 Months Ended      12 Months Ended
                                     September 30,       September 30,       September 30,
                                        1998      1997      1998      1997      1998       1997
                                     (In Thousands)
<S>                                  <C>       <C>       <C>       <C>       <C>        <C>
REVENUES                               $27,233   $25,889   $81,081   $78,517   $108,001  $104,707

OPERATING EXPENSES
  Operating and maintenance             10,491     8,981    29,984    27,526     39,792    38,333
  Depreciation                           3,794     3,758    10,109    10,969     13,937    14,726
  Other taxes                              697       705     1,885     2,120      2,581     2,146

    TOTAL OPERATING EXPENSES            14,982    13,444    41,978    40,615     56,310    55,205

    OPERATING INCOME                    12,251    12,445    39,103    37,902     51,691    49,502

INTEREST AND OTHER
    INCOME (EXPENSE)                       (13)      923       (89)    1,019        215     1,648

INCOME FROM UNCONSOLIDATED
    AFFILIATES                             944     4,092     2,094     4,018      2,705     3,988

DEBT EXPENSE                            (3,606)   (3,349)  (10,540)  (10,014)   (14,062)  (13,395)

    INCOME BEFORE INCOME TAXES           9,576    14,111    30,568    32,925     40,549    41,743

INCOME TAXES                             3,605     5,549    10,983    12,581     14,740    15,662

         NET INCOME                     $5,971    $8,562   $19,585   $20,344    $25,809   $26,081
</TABLE>


See notes to financial statements


QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
                                     September 30,       December 31,
                                        1998      1997      1997
                                               (In Thousands)
<S>                                  <C>       <C>       <C>
ASSETS
Current assets
  Cash and short-term investments       $2,922      $288    $7,075
  Accounts receivable                   10,995     5,118    10,851
  Inventories                            2,217     2,273     2,303
  Other current assets                   1,590     1,805     2,035
    Total current assets                17,724     9,484    22,264

Property, plant and equipment          603,262   574,613   580,603
Less allowances for depreciation       211,643   205,007   202,427
    Net property, plant and equipment  391,619   369,606   378,176

Investment in unconsolidated
    affiliates                          66,564    25,217    26,977
Other assets                            12,957    13,404    10,147

                                      $488,864  $417,711  $437,564

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
  Notes payable to Questar
    Corporation                        $92,900   $10,600   $25,800
  Accounts payable and accrued
    expenses                            19,803    16,922    20,069
    Total current liabilities          112,703    27,522    45,869

Long-term debt                         114,577   134,558   134,563
Other liabilities                        4,267     5,817     4,523
Deferred income taxes                   63,171    60,727    62,298

Common shareholder's equity
  Common stock                           6,551     6,551     6,551
  Additional paid-in capital            82,034    82,034    82,034
  Retained earnings                    105,561   100,502   101,726
    Total common shareholder's equity  194,146   189,087   190,311

                                      $488,864  $417,711  $437,564
</TABLE>

See notes to financial statements


QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                     9 Months Ended
                                     September 30,
                                        1998      1997
                                     (In Thousands)
<S>                                  <C>       <C>
OPERATING ACTIVITIES
  Net income                           $19,585   $20,344
  Depreciation                          11,063    11,781
  Deferred income taxes                    873       (45)
  Income from unconsolidated
    affiliates                          (2,094)   (4,018)
                                        29,427    28,062
  Change in operating assets and
     liabilities                        (2,931)    4,762

        NET CASH PROVIDED FROM
          OPERATING ACTIVITIES          26,496    32,824

INVESTING ACTIVITIES
  Capital expenditures
    Purchase of property, plant
      and equipment                    (22,319)  (11,533)
    Investment in unconsolidated
      affiliates                       (37,493)   (5,064)
      Total capital expenditures       (59,812)  (16,597)
   Costs of disposition of property,
      plant and equipment               (2,187)   (1,539)

      NET CASH USED IN INVESTING
        ACTIVITIES                     (61,999)  (18,136)

FINANCING ACTIVITIES
  Increase (decrease) in notes payable
     to Questar Corporation             67,100    (1,200)
  Decrease in long-term debt           (20,000)
  Payment of dividends                 (15,750)  (15,750)

      NET CASH PROVIDED FROM (USED
       IN) FINANCING ACTIVITIES         31,350   (16,950)

      DECREASE IN CASH AND SHORT-
       TERM INVESTMENTS                ($4,153)  ($2,262)
</TABLE>


See notes to financial statements


QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1998
(Unaudited)

Note 1 - Basis of Presentation

The interim financial statements reflect all adjustments which are,
in the opinion of management, necessary for a fair presentation of
the results for the interim periods presented.  All such adjustments
are of a normal recurring nature.  The results of operations for the
three- and nine-month periods ended September 30, 1998, are not
necessarily indicative of the results that may be expected for the
year ending December 31, 1998.  For further information refer to the
financial statements and footnotes thereto included in the Company's
annual report on Form 10-K for the year ended December 31, 1997.

Note 2 - Planned Purchase of a Pipeline

On June 25, 1998, the Company announced that it had reached an
agreement in principle with ARCO Pipe Line Company to acquire an oil
pipeline running from the Paradox producing basin of northwestern New
Mexico to Long Beach, California.  The purchase price of the line is
$38 million.  A subsidiary of Questar Pipeline expects to complete
the purchase in the fourth quarter of 1998.  The Company intends to
convert this line to transport natural gas to customers in the Los
Angeles basin.  At this time, conversion is expected to add
approximately $60 million to the total cost of the project and to be
completed in 18-24 months.

Note 3 - Investment in Unconsolidated Affiliates

Questar Pipeline has interests in partnerships accounted for on an
equity basis.  Transportation of natural gas is the primary business
activity of these partnerships.  Summarized operating results of the
partnerships are as follows:

                                     9 Months Ended
                                     September 30,
                                       1998      1997
                                     (In Thousands)

Revenues                                $3,666    $2,697
Operating income (loss)                  1,306       (46)
Income before income taxes               4,668     7,982


Note 4 - Financing

Questar Pipeline filed a registration statement with the Securities
and Exchange Commission for the issuance of up to $175 million in
medium-term notes effective September 2, 1998.   Questar Pipeline
issued $60.1 million of medium-term notes in October of 1998.  The
notes have a weighted average coupon rate of 6.15% and a weighted
average maturity of 13 years.  The net proceeds from the sale of
these notes will be used to finance a portion of capital expenditures
and repay a portion of short-term debt.

TransColorado Gas Transmission Co., a partnership in which Questar
Pipeline owns a 50% interest in through a subsidiary, entered into a
$200 million, three-year revolving credit facility on October 14,
1998. Questar Pipeline and KN Energy have guaranteed the repayment of
their 50% proportionate share of the loan.  Proceeds from this debt
will be used to finance the construction of the TransColorado
pipeline. The partnership had borrowed $75 million under this
arrangement as of October 31, 1998.


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

QUESTAR PIPELINE COMPANY AND SUBSIDIARIES
September 30, 1998
(Unaudited)

Operating Results

Following is a summary of financial and operating information for the
Company:
<TABLE>
<CAPTION>
                                     3 Months Ended      9 Months Ended      12 Months Ended
                                     September 30,       September 30,       September 30,
                                        1998      1997      1998      1997      1998       1997
                                     (Dollars In Thousands)
<S>                                  <C>       <C>       <C>       <C>       <C>        <C>
FINANCIAL RESULTS
Revenues
  From unaffiliated customers           $9,578    $9,238   $27,731   $27,101    $36,973   $36,952
  From affiliates                       17,655    16,651    53,350    51,416     71,028    67,755
    Total revenues                     $27,233   $25,889   $81,081   $78,517   $108,001  $104,707
Operating income                       $12,251   $12,445   $39,103   $37,902    $51,691   $49,502
Net income                               5,971     8,562    19,585    20,344     25,809    26,081

OPERATING STATISTICS
Natural gas transportation volumes (in
  thousands of decatherms)
    For unaffiliated customers          33,052    30,912    97,119    91,848    121,486   120,210
    For Questar Gas                     15,001    13,217    80,383    81,492    109,202   114,036
    For other affiliated customers       7,227     9,753    19,634    27,562     29,869    43,522
      Total transportation              55,280    53,882   197,136   200,902    260,557   277,768

   Transportation revenue
     (per decatherm)                     $0.32     $0.32     $0.27     $0.25      $0.28     $0.24


Revenues were higher in the 3-, 9- and 12-month periods of 1998 due
primarily to increased firm-transportation and firm-storage
reservation charges.  Firm-transportation revenues were approximately
$400,000 higher in the third quarter of 1998 and $1.8 million higher
in the first nine months of 1998.  The Company's firm-transportation
capacity has increased in the past year.  Questar Pipeline's expanded
working gas capacity at Clay Basin was placed into service in the
second quarter of 1998.  The expansion adds approximately $3 million
of revenues per year.

Operating and maintenance (O & M) expenses were higher in the 1998
periods presented when compared with the 1997 periods.  The increase
in 1998 O & M expenses was primarily the result of charges associated
with compressor station maintenance particularly during the third
quarter of 1998 and more than offset the labor-cost reductions from
an early retirement program.  Other activities incurring higher
charges in 1998 include telecommunications and data processing for
network and Year 2000 related activities.  The higher charges for
these activities occurred despite capitalizing labor costs associated
with developing computer systems in the second quarter of 1998.

Questar Gas Company and Questar Pipeline share the costs of certain
administrative, accounting, legal, engineering and related services
provided by Questar Regulated Services.  The Regulated Services group
completed a voluntary early retirement program that was effective
July 31, 1998.  The program reduced the regulated services work force
by more than 10% or 177 employees.  Questar Pipeline expects a $2 to
$3 million per year reduction of O & M expenses as a result of this
program.

Increased investment in capital projects has resulted in higher
depreciation charges in 1998.  However, the full impact of increased
investment was partially offset by a downward adjustment of
depreciation expense in the second quarter of 1998.  Other taxes were
lower in the 3- and 9-month periods ended September 30, 1998 when
compared with the same periods of 1997 as a result of property tax
refunds.

Income from unconsolidated affiliates in the 1998 periods include the
Company's share of earnings reported by TransColorado Gas
Transmission Co.  The noncash earnings reflect capitalization of
interest and equity costs (AFUDC) associated with the construction of
the TransColorado pipeline amounting to $1,369,000 in the 9-month
period of 1998 compared with $4,042,000 in the corresponding 1997
period. An adjustment of a regulatory liability in the third quarter
of 1997  increased other income by $642,000 and net income by
approximately $400,000.

The effective income tax rate was 35.9% in the first nine months of
1998 compared with 38.2% for the same period in 1997 due to
adjustments that reduced 1998 tax expenses.


Liquidity and Capital Resources

Operating Activities

Net cash provided from operating activities of $26,496,000 in the
first nine months of 1998 was $6,328,000 less than the reported for
the same period in 1997 due primarily to changes in operating assets
and liabilities associated with a timing difference in collecting
receivables and a premium paid to redeem long-term debt.

Investing Activities

Capital expenditures were $59,812,000 in the first nine months of
1998 compared with $16,597,000 in the corresponding 1997 period.
Capital expenditures for calendar year 1998 are estimated to be
$121.5 million which includes $23.7 million for the Company's share
of equity investments in TransColorado Gas Transmission and $38
million for purchase of an oil pipeline. Construction of the
270-mileTransColorado pipeline began in late July and Phase II is
expected to be completed in the fourth quarter of 1998. Questar
Pipeline has invested $50.3 million in TransColorado to date
including $37.5 million in 1998. Questar Pipeline expects a return of
capital from TransColorado now that financing is in place.

Financing Activities

Questar Corporation loans funds to the Company under a short-term
arrangement.  As of September 30, amounts borrowed from Questar were
$92.9 million  in 1998 and $10.6 million in 1997.   The Company
retired $20 million of its 9 7/8% debt in May of 1998 for a cash
payment of $23,386,000, which included a premium payment and interest
due.  In October 1998, the Company borrowed $60.1 million under its
medium-term note program with a weighted average coupon rate of 6.15%
and a weighted average maturity of 13 years.  Capital expenditures
for 1998 are expected to be financed with net cash provided from
operating activities and short- and long-term debt including
borrowings from Questar. Also in October 1998, TransColorado Gas
Transmission Co., a partnership, secured a $200 million
revolving-credit facility.  Future construction funding for the
TransColorado pipeline should be provided by the revolving-credit
facility. The loan is guaranteed by Questar Pipeline and KN Energy.


Year 2000 Issues

Introduction

Questar (the Company) established a team to address the issue of
computer programs and embedded computer chips being unable to distinguish
between the year 1900 and the year 2000 (Y2K).
 
The basic approach has been to provide corporate-wide management and 
coordination combined with distributed compliance responsibility at 
the various business units.  The Y2K team is responsible for fostering 
awareness, establishing corporate-level, corporate-wide, strategy; 
coordinating Questar action items and information; and providing 
periodic internal status reports. The composition of the team includes 
representation from each major Questar business unit. The effort is 
designed to be consistent with the prudent efforts of publicly traded 
companies of similar size, business, and complexity.
  
Questar InfoComm, Inc. (an affiliate which provides information 
technology services to other Questar affiliates) is responsible for 
Y2K compatibility of all communications systems, networks (LANs and 
WANs), corporate-wide applications and operating systems, mainframe 
commercial off-the-shelf products, and for developing, implementing 
and coordinating testing procedures.

General

Questar's Y2K team developed a written plan (the Plan) addressing 
infrastructure, applications software (infrastructure and applications 
software are sometimes collectively referred to as "IT systems"), 
outside suppliers and customers, and process control and 
instrumentation containing embedded chips (non-IT systems).  The 
Company's in-house programmers and systems analysts are primarily 
responsible for the conversion and testing of certain non-compliant 
application software code. In addition, the services of outside 
consultants and programmers were engaged to assist program  management 
completion of coding for certain software programs. The general phases 
common to all business units are: (1) an inventory of Y2K items (both 
IT and non-IT systems); (2) assignment of priorities to identified 
items; (3) assessment of the Y2K  compliance of items determined to be 
material to the company; (4) repair or replacement of  material items 
that are determined not to be Y2K compliant; (5) test material items; 
and (6) design and implementation of contingency and business 
continuation plans for each organization and company location.
Implementation of the Plan is generally proceeding on schedule. 

Status

On September 30, 1998, the inventory and priority assessment phases 
for each business unit had been completed, but they will continue to 
be monitored.  Material items are those the Company believes to 
involve a risk to the safety of individuals; or  may cause damage to 
property or the environment; or affect the Company's ability to 
provide gas production, transportation, and delivery.

The testing phases of the Plan are underway.  The Company has 
developed a testing procedure and guidelines to help system users 
develop their own specific test procedures and to ensure consistency 
in testing. The Company has assembled a test facility which 
duplicates, in essential details, the production environment.  The 
test facility is now in operation and the first systems are being 
tested. Responsible system users are now in the process of developing 
their test plans and scheduling testing.

The infrastructure section of the Plan addresses hardware and systems 
software other than applications software.  This effort is on 
schedule, and the Company estimates that approximately 50% of the 
activities related to the section had been completed as of September 
30, 1998.  The testing phase has commenced and will be ongoing as 
hardware or system software is remediated, upgraded or replaced.  
Contingency planning for this section commenced in the third quarter 
of 1998.  All infrastructure activities are expected to be completed 
by mid-1999.

The applications software section of the Plan addresses both the 
conversion of applications software that is not Y2K compliant and, 
where available from the supplier, the replacement of such software.  
The Company estimates that the software conversion and replacement 
phase was more than 70% complete on September 30, 1998, and the 
remaining conversions and replacements are on schedule to be completed 
by July 1, 1999. The testing phase of this section, is scheduled for 
completion by the third quarter of 1999. The testing phase is conducted
as the software is remediated or replaced.   Contingency planning for this 
section began in the third quarter of 1998 and is scheduled to be 
completed by mid-1999.

The outside vendors and customers section of the Plan includes the 
process of identifying and prioritizing critical suppliers and 
customers and communicating with them about their plans and progress 
in addressing their Y2K problems. The various business units have 
formed Project teams to begin the detailed evaluations of the most 
critical third parties and to elicit the required information.  The 
process of evaluating these external agents commenced in the third 
quarter of 1998 and is scheduled for completion by mid-1999, with 
follow-up reviews scheduled through the remainder of 1999. This 
procedure will include the development of contingency plans, scheduled 
for the second quarter of 1999, with completion by late 1999.  The 
Company estimates that this section was behind schedule at September 
30, 1998.

Inventory and assessment phases are in progress for non-IT systems. 
This section of the Plan addresses the hardware, software and 
associated embedded computer chips that are used in the operation of 
all facilities operated by the Company.  This section presents unique 
problems in that it is often difficult to determine whether embedded 
chips have a date function that will present a Y2K problem.  It is 
also difficult to take certain critical systems, such as compressors 
and pipeline valves, off-line for testing.  Despite these 
difficulties, the Company believes the replacement, repair and testing 
of non-IT systems equipment is on schedule to be completed by year-end 
1999.  Contingency planning for this section began in the third 
quarter of 1998 and will be completed by year-end 1999.

Costs

The total cost associated with required modifications to become Y2K 
compliant is not expected to be material to the Company's financial 
position.  The current expense estimate of the Year 2000 Project is 
approximately $4.5 million, with $2.3 million attributable to Questar 
Gas Company and $.8 million attributable to Questar Pipeline Company.  
This estimate does not include Questar's potential share of Y2K costs 
that may be incurred by partnerships and joint ventures in which the 
Company participates but is not the operator. This expense estimate is 
expected to change as the Project progresses. Funds for the Project 
are included in existing operating budgets.  

Risks

Failure to correct a material Y2K problem could result in an 
interruption in, or a failure of, certain normal business activities 
or operations.  Such failures could materially and adversely affect 
the Company's results of operations, liquidity and financial 
condition.  Due to the general uncertainty inherent in the Y2K 
problem, resulting in part from the uncertainty of the Y2K readiness 
of outside suppliers and customers and the embedded chip problems, the 
Company is unable to determine at this time whether the consequences 
of Y2K failures will have a material impact on the Company's results 
of operations, liquidity or financial condition.  The Y2K Project has 
reduced and is expected to continue to significantly reduce the 
Company's level of uncertainty about the Y2K problem and, in 
particular, about the Y2K compliance and readiness of its material 
outside vendors and customers.  The Company believes that the 
possibility of significant interruptions of normal operations is not 
great.

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


                              PART II
                         OTHER INFORMATION


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

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

     Exhibit No.    Exhibits

        10.4.  Guaranty Agreement dated as of October 14, 1998, by 
               Questar Pipeline Company in favor of Bank of America 
               National Trust and Savings Association.

        10.5.  Asset Purchase Agreement dated October 23, 1998, 
               between Questar Line 90 Company, a wholly owned 
               subsidiary, and ARCO Pipeline Company.

        12.    Ratio of earnings to fixed charges.

     (b)  The Company filed a Current Report on Form 8-K, dated August 
31, 1998, during the third 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 13, 1998                  /s/ D. N. Rose
                                   D. N. Rose
                                   President and Chief Executive 
                                   Officer


November 13, 1998                  /s/ S. E. Parks
                                   S. E. Parks
                                   Vice President, Treasurer, and
                                   Chief Financial Officer


</TABLE>