================================================================================

                       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, 1997

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-7320



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



           Delaware                                             38-1281775
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)



         500 Renaissance Center
            Detroit, Michigan                                   48243-1902
(Address of principal executive offices)                        (Zip Code)



       Registrant's telephone number, including area code: (313) 496-0200



                           ---------------------------





     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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _____

     As of October 31, 1997, there were outstanding 1,000 shares of common stock
of the Registrant, $100 par value per share, its only class of common stock.
None of the voting stock of the Registrant is held by nonaffiliates.

================================================================================

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

Item 1.     Financial Statements.

     The financial statements of ANR Pipeline Company and its subsidiaries (the
"Company" or "ANR Pipeline") are presented herein and are unaudited, except for
balances as of December 31, 1996, and therefore are subject to year-end
adjustments; however, all adjustments which are, in the opinion of management,
necessary for a fair statement of the results of operations for the periods
covered have been made. The adjustments which have been made are of a normal
recurring nature. Such results are not necessarily indicative of results to be
expected for the year due to seasonal variations and market conditions affecting
natural gas deliveries.



                      ANR PIPELINE COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                              (Millions of Dollars)

<TABLE>
<CAPTION>
                                                                                 September 30,      December 31,
                                     ASSETS                                         1997                1996
                                                                                 -------------      ------------
                                                                                  (Unaudited)

<S>                                                                               <C>               <C>         
Current Assets:
   Cash and cash equivalents...............................................       $       3.4        $      34.2
   Note receivable:
      Other................................................................               -                 18.5
      Related party........................................................             339.4              168.7
   Accounts receivable:
      Others...............................................................              19.4               50.6
      Related parties......................................................               9.9               14.9
   Materials and supplies, at average cost.................................              27.8               30.1
   Other...................................................................                .7                 .6
                                                                                  -----------        -----------
                                                                                        400.6              317.6
                                                                                  -----------        -----------

Property, Plant and Equipment, at cost.....................................           3,357.3            3,314.2
   Less - Accumulated depreciation.........................................           2,142.1            2,110.0
                                                                                  -----------        -----------
                                                                                      1,215.2            1,204.2
                                                                                  -----------        -----------

Other Assets:
   Investment in related parties:
      Pipeline partnerships................................................              48.4               47.6
      Other................................................................              78.3               78.1
   Deferred charges and other..............................................              25.3               28.4
                                                                                  -----------        -----------
                                                                                        152.0              154.1
                                                                                  -----------        -----------

                                                                                  $   1,767.8        $   1,675.9
                                                                                  ===========        ===========
</TABLE>


                 See Notes to Consolidated Financial Statements.


                                      - 1 -

<PAGE>

                      ANR PIPELINE COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                              (Millions of Dollars)

<TABLE>
<CAPTION>
                                                                                 September 30,      December 31,
                      STOCKHOLDER'S EQUITY AND LIABILITIES                          1997                1996
                                                                                 -------------      ------------
                                                                                  (Unaudited)

<S>                                                                               <C>                <C>        
Current Liabilities:
   Capital lease obligations with related party............................       $       3.0        $       3.0
   Accounts payable:
      Others...............................................................              64.4              108.5
      Related parties......................................................               5.4               12.0
   Taxes on income.........................................................       (      45.2)       (      34.5)
   Other taxes.............................................................              24.3               21.2
   Provision for regulatory matters........................................             174.4              140.7
   Other...................................................................              30.9               21.6
                                                                                  -----------        -----------
                                                                                        257.2              272.5
                                                                                  -----------        -----------

Long-Term Debt ............................................................             497.8              497.8
                                                                                  -----------        -----------

Capital Lease Obligations with Related Party...............................               6.4                8.6
                                                                                  -----------        -----------

Deferred Credits and Other:
   Accumulated deferred income taxes.......................................             157.7              151.2
   Other deferred credits:
      Others...............................................................             122.2              136.5
      Related parties......................................................              21.5               23.2
                                                                                  -----------        -----------
                                                                                        301.4              310.9
                                                                                  -----------        -----------

Common Stock and Other Stockholder's Equity:
   Common stock, $100 par value, authorized, issued  and outstanding
      1,000 shares.........................................................                .1                 .1
   Additional paid-in capital..............................................             466.2              466.2
   Retained earnings.......................................................             238.7              119.8
                                                                                  -----------        -----------
                                                                                        705.0              586.1
                                                                                  -----------        -----------

                                                                                  $   1,767.8        $   1,675.9
                                                                                  ===========        ===========
</TABLE>


                 See Notes to Consolidated Financial Statements.


                                      - 2 -

<PAGE>

                      ANR PIPELINE COMPANY AND SUBSIDIARIES
                       STATEMENT OF CONSOLIDATED EARNINGS
                              (Millions of Dollars)

<TABLE>
<CAPTION>
                                                                     Three Months Ended       Nine Months Ended
                                                                        September 30,           September 30,
                                                                   ----------------------   ---------------------
                                                                      1997        1996        1997         1996
                                                                   ----------  ----------   ---------   ---------
                                                                         (Unaudited)              (Unaudited)

<S>                                                                <C>         <C>          <C>         <C>      
Revenues:
   Storage and transportation:
      Others....................................................   $    140.7  $    133.8   $   473.4   $   454.6
      Related parties...........................................          1.4         3.1        10.4        16.1
   Other revenues:
      Others....................................................          6.0         6.6        15.5        27.4
      Related parties...........................................         15.0        17.0        49.4        51.1
                                                                   ----------  ----------   ---------   ---------
                                                                        163.1       160.5       548.7       549.2
                                                                   ----------  ----------   ---------   ---------

Costs and Expenses:
   Operation and maintenance:
      Others....................................................         65.2        72.5       201.4       238.2
      Related parties...........................................         22.4        25.5        69.8        73.0
   Depreciation and amortization................................         13.7        13.6        41.1        40.7
   Interest expense.............................................         15.7        14.9        47.3        44.7
   Taxes on income..............................................         17.3        12.5        70.3        56.9
                                                                   ----------  ----------   ---------   ---------
                                                                        134.3       139.0       429.9       453.5
                                                                   ----------  ----------   ---------   ---------

Net Earnings....................................................   $     28.8  $     21.5   $   118.8   $    95.7
                                                                   ==========  ==========   =========   =========

</TABLE>


                 See Notes to Consolidated Financial Statements.


                                      - 3 -

<PAGE>

                      ANR PIPELINE COMPANY AND SUBSIDIARIES
                      STATEMENT OF CONSOLIDATED CASH FLOWS
                              (Millions of Dollars)

<TABLE>
<CAPTION>
                                                                                       Nine Months Ended
                                                                                         September 30,
                                                                                    ------------------------
                                                                                       1997          1996
                                                                                    ----------    ----------
                                                                                           (Unaudited)

<S>                                                                                <C>              <C>     
Cash Flows from Operating Activities:
   Net earnings................................................................    $   118.8        $   95.7
   Adjustments to reconcile net earnings to net cash provided by
      operating activities:
         Depreciation and amortization.........................................         43.2            43.1
         Net decrease (increase) in working capital:
           Others..............................................................         50.9             8.7
           Related parties.....................................................    (     1.6)            1.2
         Net decrease in other assets/liabilities:
           Others..............................................................    (     4.6)           40.9
           Related parties.....................................................    (     2.8)       (   13.4)
                                                                                   ---------        --------
         Total adjustments.....................................................         85.0            80.5
                                                                                   ---------        --------

         Net cash provided by operating activities.............................        203.9           176.2
                                                                                   ---------        --------

Cash Flows from Investing Activities:
   Decrease (increase) in note receivable from:
      Others...................................................................         18.5               -
      Related party............................................................    (   170.7)           40.1
      Capital expenditures.....................................................    (    80.3)       (   60.5)
      Other....................................................................            -             2.1
                                                                                   ---------        --------

         Net cash used in investing activities.................................    (   232.5)       (   18.3)
                                                                                   ---------        --------

Cash Flows from Financing Activities:
   Retirement of related party capital lease obligations.......................    (     2.2)       (    2.2)
   Common stock dividends paid.................................................            -        (  150.0)
                                                                                   ---------        --------

         Net cash used in financing activities.................................    (     2.2)       (  152.2)
                                                                                   ---------        --------

Net (Decrease) Increase in Cash and Cash Equivalents...........................    (    30.8)            5.7

Cash and Cash Equivalents at Beginning of Period...............................         34.2            22.9
                                                                                   ---------        --------

Cash and Cash Equivalents at End of Period.....................................    $     3.4        $   28.6
                                                                                   =========        ========
</TABLE>


                 See Notes to Consolidated Financial Statements.


                                      - 4 -

<PAGE>

                      ANR PIPELINE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Summary of Significant Accounting Policies

     For additional information relative to operations and financial position,
reference is made to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996. Certain reclassifications of prior period
statements have been made to conform with current reporting practices. The
effect of the reclassifications was not material to the Company's consolidated
financial position, results of operations or cash flows.

     The Company adopted Statement of Financial Accounting Standards No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities" in 1997. The application of the new standard did not have a
material effect on the Company's consolidated results of operations, financial
position or cash flows.

     The Company adopted Statement of Position 96-1 on Environmental Remediation
Liabilities in 1997. The application of the new statement is not expected to
have a material effect on the Company's consolidated results of operations,
financial position or cash flows.

     ANR Pipeline is subject to the regulations and accounting procedures of the
Federal Energy Regulatory Commission ("FERC"), and had historically followed the
reporting and accounting requirements of Statement of Financial Accounting
Standards No. 71 "Accounting for the Effects of Certain Types of Regulation"
("FAS No. 71"). Effective November 1, 1996, the Company discontinued the
application of regulatory accounting principles under FAS No. 71. This
accounting change has no direct effect on either the Company's ability to
include the deferred items in future rate proceedings or on its ability to
collect the rates set thereby.

     Under FAS No. 71, transactions which the Company had recorded differently
than a non-regulated entity include the following: the Company (i) had
capitalized the costs of equity funds used during construction, and (ii) had
deferred purchase gas costs, contract reformation costs,
postemployment/postretirement benefit costs and income tax reductions related to
changes in federal and state income tax rates. Pursuant to the guidance
contained in Statement of Financial Accounting Standards No. 101, "Regulated
Enterprises - Accounting for the Discontinuation of Application of FASB
Statement No. 71," the Company has eliminated from its consolidated balance
sheet the effects of actions of regulators which had been recognized as
regulatory assets and liabilities recorded pursuant to FAS No. 71, and has
revalued certain other assets. The Company believes this accounting change
results in financial reporting which better reflects the results of operations
in the economic environment in which it operates.

     Supplemental information relative to the Statement of Consolidated Earnings
includes the following: Gas sales revenues included in other revenues amounted
to $7.9 million and $27.9 million for the three- and nine-month periods ended
September 30, 1997, respectively, and $8.5 million and $27.6 million for the
same periods in 1996, respectively. Cost of gas included in operation and
maintenance amounted to $6.1 million and $23.3 million for the three- and
nine-month periods ended September 30, 1997 and $14.3 million and $51.1 million
for the same periods in 1996, respectively.

     Supplemental information relative to the Statement of Consolidated Cash
Flows includes the following: The Company made cash payments for interest, net
of interest capitalized, of $31.3 million and $32.7 million for the nine-month
periods ended September 30, 1997 and 1996, respectively. Cash payments for
income taxes amounted to $75.2 million and $83.1 million for the nine-month
periods ended September 30, 1997 and 1996, respectively.



                                      - 5 -

<PAGE>

2. Income Taxes

     Provisions for income taxes were as follows (millions of dollars):

<TABLE>
<CAPTION>
                                                                    Three Months Ended       Nine Months Ended
                                                                       September 30,           September 30,
                                                                   --------------------     -------------------
                                                                     1997        1996        1997         1996
                                                                   --------     -------     -------     -------
                                                                         (Unaudited)              (Unaudited)

      <S>                                                          <C>          <C>         <C>         <C>    
      Federal Income Taxes:
         Currently payable....................................     $   13.9     $  16.0     $  64.5     $  73.5
         Deferred.............................................          1.6     (   4.6)    (   1.0)    (  21.8)
                                                                   --------     -------     -------     -------
                                                                       15.5        11.4        63.5        51.7
      State and City Income Taxes.............................          1.8         1.1         6.8         5.2
                                                                   --------     -------     -------     -------
                                                                   $   17.3     $  12.5     $  70.3     $  56.9
                                                                   ========     =======     =======     =======
</TABLE>

3. Common Stock

     All of the issued and outstanding common stock of the Company is owned by
American Natural Resources Company, a wholly-owned subsidiary of Coastal Natural
Gas Company. Coastal Natural Gas Company is a wholly-owned subsidiary of The
Coastal Corporation ("Coastal"). Therefore, earnings and cash dividends per
common share have no significance and are not presented.

4. Litigation, Environmental and Regulatory Matters

     Litigation Matters

     In October 1996, the Company, along with certain of its affiliates, was
named as a defendant in a suit filed by several former and current African
American employees in the United States District Court, Southern District of
Texas. The suit alleges racially discriminatory employment policies and
practices and seeks damages in the amount of at least $100 million and punitive
damages of at least three times that amount. Plaintiffs' counsel are seeking to
have the suit certified as a class action. The Company and its affiliates
vigorously deny these allegations and have filed responsive pleadings.

     Numerous lawsuits and other proceedings which have arisen in the ordinary
course of business are pending or threatened against the Company or its
subsidiaries. Although no assurances can be given and no determination can be
made at this time as to the outcome of any particular lawsuit or proceeding, the
Company believes there are meritorious defenses to substantially all such claims
and that any liability which may finally be determined should not have a
material adverse effect on the Company's consolidated financial position,
results of operations, or cash flows.

     Environmental Matters

     The Company's operations are subject to extensive and evolving federal,
state and local environmental laws and regulations which may affect such
operations and costs as a result of their effect on the construction, operation
and maintenance of its pipeline facilities. The Company anticipates capital
expenditures of approximately $4 million per year over the next several years in
order to comply with such laws and regulations. Additionally, appropriate
governmental authorities may enforce the laws and regulations with a variety of
civil and criminal enforcement measures, including monetary penalties and
remediation requirements.

     The Comprehensive Environmental Response, Compensation and Liability Act,
also known as Superfund, as reauthorized, imposes liability, without regard to
fault or the legality of the original act, for disposal of a "hazardous
substance." The Company has been named as a potentially responsible party in six
Superfund waste disposal sites. At these sites, there is sufficient information
to estimate total cleanup costs of approximately $60 million and the Company
estimates its pro-rata exposure, to be paid over a period of several years, is
approximately $0.3 million.


                                      - 6 -

<PAGE>

     There are additional areas of environmental investigation and remediation
responsibilities to which the Company may be subject. The states also have
regulatory programs that mandate environmental investigation and cleanup. In
Michigan, where the Company has extensive operations, the Environmental Response
Act requires owners or operators of property containing contamination above
regulatory thresholds to diligently pursue remedial actions and exercise due
care so that the property does not pose a threat to human health or the
environment. The Company has designated internal staff and has retained
environmental consultants to assess sites for which the Company may have due
diligence or due care obligations.

     Future information and developments will require the Company to continually
reassess the expected impact of these environmental matters. However, the
Company has evaluated its total environmental exposure based on currently
available data, including its potential joint and several liability, and
believes that compliance with all applicable laws and regulations will not have
a material adverse impact on the Company's liquidity, consolidated financial
position or results of operations.

     Regulatory Matters

     From November 1, 1992 to November 1, 1993, gas inventory demand charges
were collected from the Company's former resale customers. This method of gas
cost recovery required refunds for any over-collections. In April 1994, the
Company filed with the FERC a refund report showing over-collections and
proposing refunds totaling $45.1 million. Certain customers disputed the level
of those refunds. The FERC approved the Company's refund allocation methodology
and the Company, in March 1995, paid undisputed refunds of $45.1 million,
together with applicable interest, subject to further investigation of
customers' claims. The FERC's approval of the Company's refund allocation
methodology was upheld by the United States Court of Appeals for the D.C.
Circuit in April 1996. Disputed issues related to the refunds are the subject of
further proceedings before the FERC. In March 1997, an Initial Decision was
issued, which adopted most of ANR Pipeline's positions, but which will not take
effect until the FERC has reviewed the exceptions that have been filed.

     In July 1996, the United States Court of Appeals for the D.C. Circuit
upheld the basic structure of the FERC's Order 636 (issued in April 1992) and
remanded to the FERC, for further consideration, certain limited aspects of the
Order. On remand, the FERC reaffirmed the right of pipelines to recover 100% of
their prudently incurred transition costs, but required pipelines to file within
180 days a proposal for the level of costs to be allocated to interruptible
transportation customers. The Company reviewed its current level of such costs
to determine the appropriate allocation to interruptible transportation
customers, and made the required compliance filing in August 1997, which is
subject to further proceedings before the FERC. The Company and others have
sought rehearing of this and other aspects of the Order on remand. Several
persons have separately appealed the rate aspects of the FERC's orders approving
the Company's Order 636 restructuring filings and those appeals are the subject
of further proceedings before the Court. If the rate case settlement discussed
below is approved, these appeals will be voluntarily dismissed.

     The Company filed a general rate increase on November 1, 1993. Issues
related to the general rate increase are the subject of continuing FERC and
judicial proceedings. Under a March 1994 order, certain costs were reduced or
eliminated, resulting in revised rates that reflect a $182.8 million increase
over the cost of service underlying the Company's approved rates for its Order
636 restructured services. In September 1994, the FERC accepted the Company's
filing to place the new rates into effect May 1, 1994, subject to further
modifications. The Company submitted revised rates in compliance with this order
in October 1994, which rates are currently in effect, subject to refund. In
January 1997, an Initial Decision was issued on the issues set for hearing by
the March 1994 order. That Initial Decision, which accepted some but not all of
the Company's rate change proposals, does not take effect until reviewed by the
FERC. ANR Pipeline and other parties have filed exceptions regarding some of the
findings in the Initial Decision. On October 17, 1997, the Company filed a
comprehensive settlement that will, if approved, resolve all issues in the
proceeding, as well as result in the voluntary dismissal of pending court
appeals. Under the settlement, the Company agreed to place the settlement rates
in effect on November 1, 1997, subject to the prospective restoration of the
Company's currently filed rates if the settlement is not approved. By order
issued October 31, 1997, FERC authorized the Company to proceed on that basis.
The settlement includes provisions for lower rates, refunds, procedures to
resolve certain reserved matters, as well as a proposal for a new short-term
firm service that will enable ANR Pipeline


                                      - 7 -

<PAGE>

to charge higher rates for shippers electing to purchase such service.  The
settlement is either supported by or not opposed by all active parties in the
proceeding. The FERC is expected to act on the settlement in early 1998.

     The FERC has also issued a series of orders in the Company's rate
proceeding that apply a new policy governing the order of attribution of
revenues received by the Company related to transition costs under Order 636.
Under that new policy, the Company is required to first attribute the revenues
it receives for its services to the recovery of its transition costs under Order
636 rather than to the recovery of its base cost of service. The FERC's change
in its revenue attribution policy has the effect of understating the Company's
currently effective maximum rates and accelerating its amortization of
transition costs for regulatory accounting purposes. In light of the FERC's
policy, the Company filed with the FERC to increase its discount recovery
adjustment in its pending rate proceeding. The Company also sought judicial
review of these orders before the United States Court of Appeals for the D.C.
Circuit, which appeals were dismissed as premature in light of the pending
general rate increase proceeding discussed above.

     In May 1997, certain of the Company's customers filed a motion with the
FERC for immediate refund of approximately $77 million, which is related to the
Company's settlement with Dakota Gasification Company. The Company has responded
to the FERC, demonstrating that the customers' claim is grossly overstated by
identifying the appropriate amounts to be refunded to its customers. On June 30,
1997, the Company paid such refunds (totaling $21.1 million) to its customers,
which amount is subject to further proceedings before the FERC.

     Certain of the above regulatory matters and other regulatory issues remain
unresolved among the Company, its customers, its suppliers and the FERC. The
Company has made provisions which represent management's assessment of the
ultimate resolution of the above issues. As a result, the Company anticipates
that these regulatory matters will not have a material adverse effect on its
consolidated financial position or results of operations. While the Company
estimates the provisions to be adequate to cover potential adverse rulings on
these and other issues, it cannot estimate when each of these issues will be
resolved.


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

     Management's Discussion and Analysis of Financial Condition and Results of
Operations includes certain forward- looking statements reflecting the Company's
expectations in the near future; however, many factors which may affect the
actual results, including natural gas prices, market conditions, industry
competition and changing regulations, are difficult to predict. Accordingly,
there is no assurance that the Company's expectations will be realized.

     The Notes to Consolidated Financial Statements contain information that is
pertinent to the following analysis.

                         Liquidity and Capital Resources

     General. Management believes that the Company's stable financial position
and earnings ability will enable it to continue to generate and obtain capital
for financing needs in the foreseeable future.

     Environmental. The Company's operations are subject to extensive and
evolving federal, state and local environmental laws and regulations which may
affect such operations and costs as a result of their effect on the
construction, operation and maintenance of its pipeline facilities. The Company
anticipates capital expenditures of approximately $4 million per year over the
next several years in order to comply with such laws and regulations.
Additionally, appropriate governmental authorities may enforce the laws and
regulations with a variety of civil and criminal enforcement measures, including
monetary penalties and remediation requirements.

     The Comprehensive Environmental Response, Compensation and Liability Act,
also known as Superfund, as reauthorized, imposes liability, without regard to
fault or the legality of the original act, for disposal of a "hazardous
substance." The Company has been named as a potentially responsible party in six
Superfund waste disposal sites. At these sites, there is sufficient information
to estimate total cleanup costs of approximately $60 million and the Company
estimates its pro-rata exposure, to be paid over a period of several years, is
approximately $0.3 million.


                                      - 8 -

<PAGE>

     There are additional areas of environmental investigation and remediation
responsibilities to which the Company may be subject. The states also have
regulatory programs that mandate environmental investigation and cleanup. In
Michigan, where the Company has extensive operations, the Environmental Response
Act requires owners or operators of property containing contamination above
regulatory thresholds to diligently pursue remedial actions and exercise due
care so that the property does not pose a threat to human health or the
environment. The Company has designated internal staff and has retained
environmental consultants to assess sites for which the Company may have due
diligence or due care obligations.

     Future information and developments will require the Company to continually
reassess the expected impact of these environmental matters. However, the
Company has evaluated its total environmental exposure based on currently
available data, including its potential joint and several liability, and
believes that compliance with all applicable laws and regulations will not have
a material adverse impact on the Company's liquidity, consolidated financial
position or results of operations.

                              Results of Operations

     ANR Pipeline operates primarily in the Midwest and increasingly in the
Northeast regions of the United States under FERC Order 636, which promulgated
the use of the straight fixed variable ("SFV") rate setting methodology. In
general, SFV provides that all fixed costs of providing service to firm
customers (including an authorized return on rate base and associated taxes) are
to be received through fixed monthly reservation charges, which are not a
function of volumes transported, while including within the commodity billing
component the pipeline's variable operating costs. The Company auctions gas on
the open market to handle a residual quantity of gas purchased under certain
remaining gas purchase contracts pending expiration of such contracts. The
Company's Order 636 restructured tariff provides mechanisms for recovering from
its transportation customers the pricing differential between costs incurred to
purchase gas under these contracts and the amounts recovered through the
auctioning of such gas on the open market. In addition, Order 636 has resulted
in the incurrence of other transition costs and provides mechanisms for the
recovery of all such costs within a reasonable time period.

     Effective November 1, 1996, the Company discontinued the application of
regulatory accounting principles under FAS No. 71. The Company believes this
accounting change results in financial reporting which better reflects the
results of operations in the economic environment in which it operates. This
accounting change has no direct effect on either the Company's ability to
include the deferred items in future rate proceedings or on its ability to
collect the rates set thereby. Elimination of the deferral of expenses and the
amortization of regulatory assets is not expected to have a material adverse
impact on financial results in future periods.

     The change in the Company's earnings for the three- and nine-month periods
ended September 30, 1997 in comparison to the corresponding periods in 1996 is a
result of the following:

     Revenues. Storage and transportation revenues increased for the three-and
nine-month periods ended September 30, 1997 as compared to the same periods in
1996 by $5.2 million and $13.1 million, respectively. The primary factor
contributing to the increases was firm storage revenue increases of $3.9 million
and $10.9 million for the three-and nine-month periods, respectively, resulting
from new contract startups in the latter part of 1996 and the third quarter of
1997. Additionally, increased surcharge and other pass-through revenues of $2.9
million and $8.7 million for the three-and nine-month periods, respectively,
contributed to the increase. These increases were offset in part by reduced
rates charged to customers as a result of continued, intensified competition
across the United States natural gas industry, particularly in the Midwest
region in which the Company operates. Storage and transportation revenues
included provisions for rate related contingencies of $23.7 million and $29.4
million for the nine-month periods ended September 30, 1997 and 1996,
respectively.

     Other revenues decreased for the three-and nine-month periods ended
September 30, 1997 as compared to the same periods in 1996 by $2.6 million and
$13.6 million, respectively. These decreases were primarily due to reduced
interest income of $0.6 million and $7.4 million respectively, reduced revenue
from investments in pipeline partnerships of $1.8 million in the third quarter
of 1997, and gains on the sale of certain assets which were recorded in 1996.



                                      - 9 -

<PAGE>

     Operation and Maintenance. Operation and maintenance expenses decreased for
the three-and nine-month periods ended September 30, 1997 as compared to the
same periods in 1996 by $10.4 million and $40 million, respectively. These
decreases were primarily due to gas related deferrals and recovery amortizations
recorded in 1996 of $1.2 million and $13.2 million and reductions in contract
prices, which were largely due to the implementation of the Dakota Gasification
Company settlement in early 1997, of $6.6 million and $14.6 million,
respectively. Also contributing to this decrease were lower transmission
expenses of $1 million and $7.5 million for the same periods, respectively.

     Taxes on Income. Taxes on income increased for the three-and nine-month
periods ended September 30, 1997 as compared to the same periods in 1996 by $4.8
million and $13.4 million primarily due to increased pre-tax income.

Item 2.B. Other Developments.

     In September 1997, Coastal announced its acquisition, through various
subsidiaries, of an 11% equity and capacity interest in the Alliance Pipeline
Project. The Alliance Pipeline Project is a proposed 1,900-mile pipeline
designed to carry 1.325 billion cubic feet of natural gas per day and associated
liquids from western Canada to the Chicago-area market center. The Alliance
Pipeline will interconnect with, among other pipelines, the Company's proposed
SupplyLink Project, which consists of the construction of approximately 72 miles
of mainline looping and additional compression of the Company's existing
mainline from a point west of Joliet, Illinois to Defiance, Ohio. The proposed
Independence Pipeline, of which a subsidiary of ANR Pipeline owns a general
partnership interest, will interconnect with the SupplyLink Project at Defiance,
Ohio and will extend to the Leidy, Pennsylvania facilities of Transcontinental
Gas Pipe Line Corporation. The proposed in-service date of the SupplyLink and
Independence Pipeline Projects is November 1999 and the proposed in-service date
of the Alliance Pipeline is 1999, with all in-service dates subject to receipt
of satisfactory regulatory approvals.


                                     - 10 -

<PAGE>

                                     PART II

                                OTHER INFORMATION


Item 1. Legal Proceedings.

        The information required hereunder is incorporated by reference into
Part II of this Report from Note 4 of Notes to Consolidated Financial Statements
set forth in Part I of this Report and from Item 2.A., "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Environmental
Matters," set forth in Part I of this Report.

Item 2. Changes in Securities.

     None.

Item 3. Defaults Upon Senior Securities.

     None.

Item 4. Submission of Matters to a Vote of Security Holders.

     None.

Item 5. Other Information.

     None.

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

     (a) Exhibits.

         (27) Financial Data Schedule.

     (b) Reports on Form 8-K.

     No reports on Form 8-K were filed during the quarter ended September 30,
1997.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                     ANR PIPELINE COMPANY
                                                         (Registrant)

Date:  November 12, 1997                   By:        WILLIAM L. JOHNSON
                                              ---------------------------------
                                                      William L. Johnson
                                                     Senior Vice President
                                                        and Controller
                                                  (As Authorized Officer and
                                                   Chief Accounting Officer)


                                     - 11 -

<PAGE>

                                INDEX TO EXHIBITS


Exhibit
Number                               Description
--------------------------------------------------------------------------------

  27           Financial Data Schedule




                                     - 12 -