##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
    Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO
    SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF
    1934For the quarterly period ended
    June 30, 2006ORo

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF
    1934For the transition period
    from          
    to  Commission File Number 1-7320
    ANR Pipeline Company
   Delaware(State or Other
    Jurisdiction
    of Incorporation or Organization)

38-1281775(I.R.S. Employer
    Identification No.)El Paso Building
    1001 Louisiana Street
    Houston, Texas(Address of Principal
    Executive Offices)

77002(Zip Code)   Telephone Number: (713) 420-2600
   þ o
  non-accelerated
  Large
    accelerated filer  o
    Accelerated
    filer  o
    Non-accelerated
    filer  þ  o þ
      ANR PIPELINE COMPANY MEETS THE
    CONDITIONS OF GENERAL INSTRUCTION H(1)(a) AND (b) TO
    FORM 10-Q
    AND IS THEREFORE FILING THIS REPORT WITH A REDUCED DISCLOSURE
    FORMAT AS PERMITTED BY SUCH INSTRUCTION.




---



##### 



ANR
    PIPELINE COMPANY
  TABLE OF
    CONTENTS
  Caption

PagePART I 
    Financial InformationItem  1.

Financial
    Statements


1Item  2.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


8Item  3.

Quantitative and
    Qualitative Disclosures About Market Risk


*Item  4.

Controls and
    Procedures


10PART II 
    Other InformationItem  1.

Legal
    Proceedings


12Item  1A.

Risk
    Factors


12Cautionary
    Statements for Purposes of the Safe Harbor
    Provisions of the Private Securities Litigation Reform Act of
    1995Item  2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


*Item  3.

Defaults Upon
    Senior Securities


*Item  4.

Submission of
    Matters to a Vote of Security Holders


*Item  5.

Other
    Information


12Item  6.

Exhibits


13Signatures


14Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906     *
    We have not included a response to this item in this document
    since no response is required pursuant to the reduced disclosure
    format permitted by General Instruction H to
    Form 10-Q.    /d

= per day

BBtu

= billion British thermal
    units      i




---



##### Table of Contents



PART I 
    FINANCIAL INFORMATION Item 1. Financial
    Statements   ANR
    PIPELINE COMPANY

    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (In millions)
    (Unaudited)
  Quarter Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005Operating revenues

$
114


$
119


$
294


$
303Operating expensesOperation and maintenance


64



58



121



122Depreciation, depletion and
    amortization


9



9



19



20Taxes, other than income taxes


8



5



14



1281



72



154



154Operating income


33



47



140



149Earnings from unconsolidated
    affiliate


14



14



30



31Other income, net


1



2



1



2Interest and debt expense


(16
)


(17
)


(33
)


(35
)Affiliated interest income, net


8



5



15



8Income before income taxes


40



51



153



155Income taxes


15



19



56



57Net income

$
25


$
32


$
97


$
98    1




---



##### Table of Contents



ANR
    PIPELINE COMPANY

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In millions, except share amounts)
    (Unaudited)
  June 30,


December 31,2006


2005ASSETSCurrent assetsCash and cash equivalents

$



$
Accounts and notes receivableCustomer, net of allowance of $1
    in 2006 and $2 in 2005


62



85Affiliates


6



8Other


12



8Materials and supplies


21



21Deferred income taxes


11



12Other


4



6Total current assets


116



140Property, plant and equipment, at
    cost


3,860



3,777Less accumulated depreciation,
    depletion and amortization


2,136



2,146Total property, plant and
    equipment, net


1,724



1,631Other assetsNotes receivable from affiliates


588



527Investment in unconsolidated
    affiliate


295



300Other


19



19902



846Total assets

$
2,742


$
2,617LIABILITIES AND STOCKHOLDERS
    EQUITYCurrent liabilitiesAccounts payableTrade

$
33


$
56Affiliates


20



37Other


14



21Taxes payable


107



72Accrued interest


16



16Other


51



32Total current liabilities


241



234Long-term debt


740



740Other liabilitiesDeferred income taxes


385



370Affiliate payable


167



172Other


65



54617



596Commitments and contingenciesStockholders equityCommon stock, par value $1 per
    share; 1,000 shares authorized, issued and outstanding






Additional paid-in capital


597



597Retained earnings


547



450Total stockholders equity


1,144



1,047Total liabilities and
    stockholders equity

$
2,742


$
2,617    2




---



##### Table of Contents



ANR
    PIPELINE COMPANY
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In millions)
    (Unaudited)
  Six Months EndedJune 30,2006


2005Cash flows from operating
    activitiesNet income

$
97


$
98Adjustments to reconcile net
    income to net cash from operating activitiesDepreciation, depletion and
    amortization


19



20Deferred income taxes


16



15Earnings from unconsolidated
    affiliate, adjusted for cash distributions


5



9Other non-cash income items


1



1Asset and liability changes


4



15Net cash provided by operating
    activities


142



158Cash flows from investing
    activitiesAdditions to property, plant and
    equipment


(80
)


(28
)Net change in notes receivable
    from affiliates


(61
)


(62
)Other


(1
)


Net cash used in investing
    activities


(142
)


(90
)Cash flows from financing
    activitiesPayment to retire long-term debt






(68
)Net cash used in financing
    activities






(68
)Net change in cash and cash
    equivalents






Cash and cash equivalentsBeginning of period






End of period

$



$
    3




---



##### Table of Contents



ANR
    PIPELINE COMPANY
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  1. Basis
    of Presentation and Significant Accounting Policies
  Basis of
    Presentation
  Form 10-Q Form 10-Q Form 10-K, Form 10-K.
  Significant
    Accounting Policies
  Form 10-K,
  Accounting for Pipeline Integrity Costs.
  New
    Accounting Pronouncement Issued But Not Yet Adopted
  Accounting for Uncertainty in Income Taxes. Accounting
    for Uncertainty in Income Taxes Accounting for Income Taxes, more-likely-than-not more-likely-than-not
  2. Credit
    Facilities
   4




---



##### Table of Contents



3. Commitments
    and Contingencies
  Legal
    Proceedings  Gas Measurement Cases. re: Natural Gas Royalties Qui Tam Litigation, Will Price, et al. v. Gas Pipelines and Their Predecessors,
    et al.,
      Environmental
    Matters
      Balance at January 1, 2006

$
27Addition/adjustments for
    remediation activities


8Payments for remediation activities


(3
)Balance at June 30, 2006

$
32  5




---



##### Table of Contents



clean-up
  CERCLA Matters. clean-up
    4. Investment
    in Unconsolidated Affiliate and Transactions with
    Affiliates
  Investment
    in Unconsolidated Affiliate
    Quarter Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005(In millions)Operating results data:Operating revenues

$
30


$
31


$
63


$
66Operating expenses


13



13



27



28Income from continuing operations
    and net
    income(1)


10



10



20



21     (1)
    Our proportionate share of Great Lakes net income includes
    our share of taxes recorded by Great Lakes. Our earnings from
    unconsolidated affiliate recognized in our income statements are
    presented before these taxes.    Transactions
    with Affiliates  Cash Management Program.
 6




---



##### Table of Contents



Taxes.
  Other Affiliate Balances.
  June 30,


December 31,2006


2005(In millions)Accounts and notes
    receivable  other

$
5


$
4Other current liabilities


9



9   Affiliate Revenues and Expenses.
      Quarter Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005(In millions)Revenues from affiliates

$



$
1


$
1


$
2Operation and maintenance expenses
    from affiliates


27



30



54



57Reimbursements of operating
    expenses charged to affiliates


2



1



3



2  7




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K, Form 10-Q.
  Results
    of Operations
    2006


2005(In millions, except volume amounts)Operating revenues

$
294


$
303Operating expenses


(154
)


(154
)Operating income


140



149Earnings from unconsolidated
    affiliate


30



31Other income, net


1



2EBIT


171



182Interest and debt expense


(33
)


(35
)Affiliated interest income, net


15



8Income taxes


(56
)


(57
)Net income

$
97


$
98Throughput volumes
    (BBtu/d)(1)


5,189



5,494    (1)
    Throughput volumes include billable transportation throughput
    volumes for storage withdrawal and volumes associated with our
    proportionate share of our 50 percent equity investment in
    Great Lakes.    EBITRevenue


Expense


Other


ImpactFavorable/(Unfavorable)(In millions)Contract restructuring/settlements

$
(43
)

$



$
(1
)

$
(44
)Higher services revenues


26











26Gas not used in operations,
    revaluations and other natural gas sales


8



3







11Cashout adjustment






15







15Higher environmental costs






(8
)






(8
)Higher maintenance and other costs






(5
)






(5
)Other(1)






(5
)


(1
)


(6
)Total impact on EBIT

$
(9
)

$



$
(2
)

$
(11
)     (1)
    Consists of individually insignificant items. 8




---



##### Table of Contents



Contract Restructuring/Settlements.
  Higher Services Revenues.
  Gas Not Used in Operations, Revaluations and Other Natural
    Gas Sales. Form 10-K.
  Cashout Adjustment.
  Higher Environmental Costs.
  Higher Maintenance and Other Costs.
  Affiliated
    Interest Income, Net
    Income
    Taxes
 Six Months EndedJune 30,2006


2005(In millions except for rates)Income taxes

$
56


$
57Effective tax rate


37
%


37
%    9




---



##### Table of Contents



Liquidity
    and Capital Expenditures
  Liquidity
    Overview
    Capital
    Expenditures
        Commitments
    and Contingencies
    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-Q.
  Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
   10




---



##### Table of Contents



Change in
    Internal Control Over Financial Reporting
   11




---



##### Table of Contents



PART II 
    OTHER INFORMATION Item 1. Legal
    Proceedings   Item 1A. Risk
    Factors CAUTIONARY
    STATEMENTS FOR PURPOSES OF THE SAFE HARBOR
    PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
    1995    Form 10-K.
 Item 2. Unregistered
    Sales of Equity Securities and Use of Proceeds  Form 10-Q.
 Item 3. Defaults
    Upon Senior Securities  Form 10-Q.
 Item 4. Submission
    of Matters to a Vote of Security Holders  Form 10-Q.
 Item 5. Other
    Information   12




---



##### Table of Contents



Item 6. Exhibits    ExhibitNumber

Description*31
.A

Certification of Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*31
.B

Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*32
.A

Certification of Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.*32
.B

Certification of Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.   Undertaking
  Regulation S-K,
 13




---



##### Table of Contents



SIGNATURES    ANR PIPELINE COMPANY
   /s/  STEPHEN
    C. BEASLEY   Chairman of the Board and President
 (Principal Executive Officer)
   /s/  JOHN
    R. SULT   Senior Vice President,
 Chief Financial Officer and Controller
    (Principal Accounting and Financial Officer)
 14




---



##### Table of Contents



ANR
    PIPELINE COMPANY
  EXHIBIT
    INDEX
    ExhibitNumber

Description*31
.A

Certification of Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*31
.B

Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*32
.A

Certification of Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.*32
.B

Certification of Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.