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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    001-33917
  Williams Pipeline Partners
    L.P.
 (Exact name of Registrant as
    Specified in Its Charter)
  Delaware

26-0834035(State or Other Jurisdiction
    of
    Incorporation or Organization)

(IRS Employer
    Identification No.)One Williams Center, Tulsa, Oklahoma

74172-0172(Address of Principal Executive
    Offices)

(Zip Code)  918-573-2000
 (Registrants telephone
    number, including area code)
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Units

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of Class)
  o þ
  o þ
  Indicate by check mark whether the
    registrant: þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer  o
    Accelerated
    filer  o
    Non-accelerated
    filer  þ
    Smaller
    reporting company
    o Do
    not check if a smaller
                                           reporting
    company)
  Rule 12b-2
  o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  None




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##### 





WILLIAMS
    PIPELINE PARTNERS L.P.
  FORM 10-K
  TABLE OF
    CONTENTS
  Heading



PagePART IItem 1.

Business


2Item 1A.

Risk Factors


12Item 1B.

Unresolved Staff Comments


36Item 2.

Properties


36Item 3.

Legal Proceedings


36Item 4.

Submission of Matters to a Vote of Security
    Holders


36PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters


37Item 6.

Selected Financial Data


40Item 7.

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


41Item 7A.

Qualitative and Quantitative Disclosures about
    Market Risk


55Item 8.

Financial Statements and Supplementary Data


56Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


93Item 9A(T).

Controls and Procedures


93Item 9B.

Other Information


93PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


94Item 11.

Executive Compensation


101Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


104Item 13.

Certain Relationships and Related Transactions


106Item 14.

Principal Accountant Fees and Services


113PART IVItem 15.

Exhibits and Financial Statement Schedules


114EX-10.6EX-10.7EX-10.8EX-21.1EX-23.1EX-31.1EX-31.2EX-32EX-99.1




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WILLIAMS
    PIPELINE PARTNERS L.P.
  FORM 10-K
 PART I  Item 1.
    Business    WEBSITE
    ACCESS TO REPORTS AND OTHER INFORMATION
  Form 10-K, Form 10-Q, Form 8-K time-to-time, 1-800-SEC-0330. http://www.sec.gov.
  http://www.williamspipelinepartners.com Form 10-K, Form 10-Q, Form 8-K
  918-573-2000.
  GENERAL
       2




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2008
    EVENTS
    FINANCIAL
    INFORMATION ABOUT SEGMENTS
    NARRATIVE
    DESCRIPTION OF BUSINESS
    Northwests
    System
           3




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Northwests
    Supply and Demand Dynamics
    Northwests
    Transportation and Storage Services
      
    Jackson Prairie:  Northwest owns a one-third
    interest in the Jackson Prairie underground storage facility
    located near Chehalis, Washington, with the remaining interests
    owned by two of its distribution customers. As of
    December 31, 2008, Northwests share of the firm
    seasonal storage service in this facility was approximately
    7.5 Bcf of working natural gas storage capacity and up to
    383 MMcf per day of peak day deliveries. Additionally,
    Northwests share of the best-efforts delivery capacity was
    50 MMcf per day. As described below, Northwest is
    participating in an ongoing expansion of Jackson Prairie.
    Plymouth LNG:  Northwest also owns and operates
    an LNG storage facility located near Plymouth, Washington, which
    provides standby service for its customers during extreme peaks
    in demand. The facility has a total LNG storage capacity
    equivalent to 2.3 Bcf of working natural gas, liquefaction
    capability of 4




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12 MMcf per day and regasification capability of
    300 MMcf per day. Certain of Northwests major
    customers own the working natural gas stored at the LNG plant.  
    Clay Basin Field:  Northwest has a contract
    with a third party under which Northwest contracts for natural
    gas storage services in an underground storage reservoir in the
    Clay Basin Field located in Daggett County, Utah. Northwest is
    authorized to utilize the Clay Basin Field at a seasonal storage
    level of 3.0 Bcf of working natural gas, with a firm
    delivery capability of 25 MMcf of natural gas per day.  Northwests
    Competition
            Northwests
    Customers
   5




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Capital
    Projects
    Colorado
    Hub Connection Project
  27-mile, 24-inch
    Jackson
    Prairie Underground Expansion
        Sundance
    Trail Expansion
  30-inch
 6




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Regulatory
    Matters
  FERC
    Regulation
    
    transportation and storage of natural gas;
    rates and charges;
    terms of service including creditworthiness requirements;
    construction of new facilities;
    extension or abandonment of service and facilities;
    accounts and records;
    depreciation and amortization policies;
    relationships with gas marketing functions within
    Williams; and
    initiation and discontinuation of services.           7




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FERC
    Policy Statement on Income Tax Allowances
  cost-of-service case-by-case case-by-case
  case-by-case
    FERC
    Policy Statement on Proxy Groups and Return on
    Equity
       8




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Energy
    Policy Act of 2005
    Safety
    and Maintenance
      right-to-know
 9




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Environmental
    Regulation
  General.
  
    requiring the acquisition of permits to conduct regulated
    activities;
    restricting the manner in which Northwest can release materials
    into the environment;
    imposing investigatory and remedial obligations to mitigate
    pollution from former or current operations;
    assessing administrative, civil and criminal penalties for
    failure to comply with applicable legal requirements; and
    in certain instances, enjoining some or all of the operations of
    facilities deemed in non-compliance with permits issued pursuant
    to applicable laws and regulations.      Waste Management.
  Site Remediation.
 10




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Air Emissions.
    Water Discharges.
  Activities on Federal Lands.
  Endangered Species.
 11




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Insurance
    Employees
  day-to-day
  Transactions
    with Affiliates
    FINANCIAL
    INFORMATION ABOUT GEOGRAPHIC AREAS
    Item 1A.
    Risk
    Factors  FORWARD-LOOKING
    STATEMENTS/RISK FACTORS AND CAUTIONARY STATEMENT
    FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE
    PRIVATE SECURITIES
    LITIGATION REFORM ACT OF 1995
      
    amounts and nature of future capital expenditures;
    expansion and growth of our business and operations;
    financial condition and liquidity;
    business strategy;
    cash flow from operations or results of operations; 12




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
    the levels of cash distributions to unitholders;
    rate case filings; and
    natural gas and natural gas liquids prices and demand.    
    availability of supplies (including the uncertainties inherent
    in assessing and estimating future natural gas reserves) market
    demand, volatility of prices, and the availability and costs of
    capital;
    inflation, interest rates, and general economic conditions
    (including the recent economic slowdown and the disruption of
    global credit markets and the impact of these events on
    Northwests customers and suppliers);
    the strength and financial resources of our and Northwests
    competitors;
    the development of alternative energy sources;
    the impact of operational and development hazards;
    costs of, changes in, or the results of laws, government
    regulations (including proposed climate change legislation),
    environmental liabilities, litigation, and rate proceedings;
    Northwests costs and funding obligations for defined
    benefit pension plans and other postretirement benefit plans;
    increasing maintenance and construction costs;
    changes in the current geopolitical situation;
    Northwests exposure to the credit risks of its customers;
    risks relating to strategy and financing, including restrictions
    stemming from Northwests debt agreements, future changes
    in Northwests credit rating and the availability and cost
    of credit;
    risks association with future weather conditions;
    acts of terrorism; and
    additional risks described in our filings with the Securities
    and Exchange Commission.     13




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RISK
    FACTORS
    Risks
    Inherent in Our Industry and Our Business
  We may
    not have sufficient cash from operations to enable us to
    maintain current levels of cash distributions or to pay the
    minimum quarterly distribution following the establishment of
    cash reserves and payment of fees and expenses, including cost
    reimbursements to our general partner.
    
    the rates Northwest charges for its transportation and storage
    services and the volumes of natural gas its customers transport
    and store;
    the level of Northwests operating and maintenance expenses
    and general and administrative costs and our incremental general
    and administrative costs;
    the overall demand for natural gas in markets that Northwest
    serves and the quantities of natural gas available for
    transport, especially from the Rocky Mountain region, the
    San Juan Basin and the WCSB supply basins;
    regulatory action affecting the demand for natural gas, the
    supply of natural gas, the rates Northwest can charge, how
    Northwest contracts for services, and Northwests existing
    contracts, operating costs and operating flexibility;
    the development of LNG import terminals, which could materially
    affect the market price of natural gas, which could inturn
    indirectly affect the longer term supply and demand dynamics of
    natural gas in Northwests areas of operation; and
    potential competition from third parties who may build new
    pipelines in or near Northwests markets or supply basins.    
    the amount of cash distributed by Northwest in respect of our
    35 percent general partnership interest, which is our sole
    asset;
    the level of capital expenditures we and Northwest make,
    including expenditures to maintain Northwests facilities,
    to complete construction projects and to make acquisitions;
    our and Northwests debt service requirements and other
    liabilities;
    fluctuations in our and Northwests working capital needs;
    our and Northwests ability to borrow funds and access
    capital markets;
    the creditworthiness of, and timeliness of payment from,
    Northwests customers; 14




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
    restrictions contained in Williams and Northwests
    credit agreement and in Northwests indentures, including
    restrictions on distributions; and
    the amount of cash reserves established by Northwest and by our
    general partner.  We may
    not be able to grow or effectively manage our
    growth.
      Events
    in the global financial crisis have made equity and debt markets
    less accessible and created a shortage in the availability of
    credit, which could disrupt our financing plans and limit our
    ability to grow.
      The
    continuation of recent economic conditions, including
    disruptions in the global credit markets, could adversely affect
    our results of operations.
   15




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The
    amount of cash we have available for distribution to holders of
    our common units and subordinated units depends primarily on our
    cash flow and not solely on profitability, which may prevent us
    from making cash distributions during periods when we record net
    income.
    We and
    Williams jointly control Northwest. As a result, we cannot
    independently control the amount of cash we will receive from
    Northwest, and we may be required to contribute significant cash
    to fund Northwests operations.
    
    we cannot independently control decisions with respect to the
    operation of Northwest, including decisions with respect to
    incurrence of expenses and distributions to us;
    Northwest may establish reserves for working capital and
    maintenance capital expenditures which would reduce cash
    otherwise available for distribution to us;
    Northwest may incur additional indebtedness, and the related
    principal and interest payments would reduce cash otherwise
    available for distribution to us;
    Northwest may require us to make additional capital
    contributions to fund working and maintenance capital
    expenditures, as well as to fund expansion capital expenditures,
    funding of which could reduce the amount of cash otherwise
    available for distribution to you.    Northwests
    natural gas transportation and storage activities involve
    numerous risks that might result in accidents and other
    operating risks and hazards.
    
    fires, blowouts, cratering and explosions;
    uncontrolled releases of natural gas;
    pollution and other environmental risks;
    natural disasters;
    aging pipeline infrastructure and mechanical problems;
    damage inadvertently caused by third party activity, such as
    operation of construction equipment; and
    terrorist attacks or threatened attacks on our facilities or
    those of other energy companies.   16




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Northwests
    current pipeline infrastructure is aging, which may adversely
    affect its business and our ability to make distributions to
    you.
    Increased
    competition from alternative natural gas transportation and
    storage options and alternative fuel sources could have a
    significant financial impact on us.
     17




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Northwest
    may not be able to maintain or replace expiring natural gas
    transportation and storage contracts at favorable rates or on a
    long-term basis.
      
    the level of existing and new competition to deliver natural gas
    to Northwests markets;
    the growth in demand for natural gas in Northwests markets;
    whether the market will continue to support long-term firm
    contracts;
    whether Northwests business strategy continues to be
    successful;
    the level of competition for natural gas supplies in the
    production basins serving Northwest; and
    the effects of state regulation on customer contracting
    practices.    Northwests
    natural gas transportation and storage operations are subject to
    regulation by FERC, which could have an adverse impact on its
    ability to establish transportation and storage rates that would
    allow it to recover the full cost of operating its pipeline,
    including a reasonable return, and on our ability to make
    distributions to you.
    
    transportation and sale for resale of natural gas in interstate
    commerce;
    rates, operating terms and conditions of service, including
    initiation and discontinuation of services;
    the types of services Northwest may offer to its customers,
    including initiation and discontinuation of services;
    certification and construction of new facilities;
    acquisition, extension, disposition or abandonment of facilities;
    accounts and records;
    depreciation and amortization policies;
    relationships with marketing functions within Williams involved
    in certain aspects of the natural gas business; and
    market manipulation in connection with interstate sales,
    purchases or transportation of natural gas.   18




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Northwest
    could be subject to penalties and fines if it fails to comply
    with FERC regulations.
    The
    outcome of future rate cases to set the rates Northwest can
    charge customers on its pipeline might result in rates that
    lower Northwests return on the capital that Northwest has
    invested in its pipeline.
    Legal
    and regulatory proceedings and investigations relating to the
    energy industry and capital markets have adversely affected our
    business and may continue to do so.
     19




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Any
    significant decrease in supplies of natural gas in
    Northwests areas of operation could adversely affect its
    business and operating results and reduce our cash available for
    distribution to unitholders.
        Decreases
    in demand for natural gas could adversely affect
    Northwests business.
    Significant
    prolonged changes in natural gas prices could affect supply and
    demand, cause a termination of Northwests transportation
    and storage contracts or a reduction in throughput on
    Northwests system, and adversely affect our cash available
    to make distributions to you.
    The
    failure of new sources of natural gas production or LNG import
    terminals to be successfully developed in North America could
    increase natural gas prices and reduce the demand for
    Northwests services.
   20




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Northwest
    depends on certain key customers for a significant portion of
    its revenues. The loss of any of these key customers or the loss
    of any contracted volumes could result in a decline in cash
    available for us to make distributions to you.
    If
    third-party pipelines and other facilities interconnected to
    Northwests pipeline and facilities become unavailable to
    transport natural gas, Northwests revenues and our ability
    to make distributions to you could be adversely
    affected.
    Northwest
    is exposed to the credit risks of its customers.
    Northwests
    debt agreements impose restrictions on it that may adversely
    affect its ability to operate its business.
   21




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Although
    Northwests debt instruments may contain limitations on
    additional indebtedness, Northwests general partnership
    agreement does not prohibit it from incurring indebtedness,
    which may affect our ability to make distributions to
    you.
    Acquisitions
    or expansion projects may reduce our cash from operations on a
    per unit basis.
    
    decreases in liquidity as a result of using a significant
    portion of available cash or borrowing capacity to finance the
    project or acquisition;
    inability to complete expansion projects on schedule or within
    the budgeted cost due to the unavailability of required
    construction personnel or materials, accidents, weather
    conditions or an inability to obtain necessary permits;
    inability to receive cash flows from a newly built or acquired
    asset until it is operational;
    unforeseen difficulties operating in new producing basins or
    end-use markets; and
    customer losses at the acquired business.   22




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Northwests
    operations are subject to governmental laws and regulations
    relating to the protection of the environment, which may expose
    them to significant costs and liabilities and could exceed
    current expectations.
        Northwest
    may be subject to legislative and regulatory responses to
    climate change with which compliance may be
    costly.
  and/or
 23




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Northwest
    does not own all of the land on which its pipeline and
    facilities are located, which could disrupt its
    operations.
  rights-of-way
  Northwests
    costs and funding obligations for defined benefit pension plans
    and costs for other postretirement benefit plans, in which it
    participates, are affected by factors beyond its
    control.
    We and
    Northwest do not insure against all potential losses and could
    be seriously harmed by unexpected liabilities or by the
    inability of the insurers we do use to satisfy our
    claims.
  clean-up,
   24




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Execution
    of Northwests capital projects subjects them to
    construction risks, increases in labor costs and materials, and
    other risks that may adversely affect financial
    results.
    
    the ability to obtain necessary approvals and permits by
    regulatory agencies on a timely basis and on acceptable terms;
    the availability of skilled labor, equipment, and materials to
    complete expansion projects;
    potential changes in federal, state and local statutes and
    regulations, including environmental requirements, that prevent
    a project from proceeding or increase the anticipated cost of
    the project;
    impediments on our ability to acquire
    rights-of-way
    or land rights on a timely basis and on acceptable terms;
    the ability to construct projects within estimated costs,
    including the risk of cost overruns resulting from inflation or
    increased costs of equipment, materials, labor or other factors
    beyond our control, that may be material; and
    the ability to access capital markets to fund construction
    projects.    Northwests
    assets and operations can be affected by weather and other
    natural phenomena.
      Acts
    of terrorism could have a material adverse effect on
    Northwests and our financial condition, results of
    operations and cash flows.
   25




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Institutional
    knowledge residing with current employees of Northwest nearing
    retirement eligibility might not be adequately
    preserved.
    Failure
    of or disruptions to Northwests outsourcing relationships
    might negatively impact its ability to conduct its
    business.
      Potential
    changes in accounting standards might cause us to revise our
    financial results and disclosures in the future, which might
    change the way analysts measure our business or financial
    performance.
    Risks
    Inherent in an Investment in Us
  Williams
    controls our general partner, which has sole responsibility for
    conducting our business and managing our operations. Williams,
    our general partner, and their respective affiliates have
    conflicts of interest with us and limited fiduciary duties, and
    they may favor their own interests to the detriment of our
    unitholders.
  and/or
 26




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
    neither our partnership agreement nor any other agreement
    requires Williams or its affiliates to pursue a business
    strategy that favors us;
    all of the executive officers and certain of the directors of
    our general partner are also officers
    and/or
    directors of Williams and Williams Partners general
    partner, and these persons will also owe fiduciary duties to
    those entities;
    our general partner is allowed to take into account the
    interests of parties other than us, such as Williams and its
    affiliates, in resolving conflicts of interest;
    Williams owns the remaining 65 percent general partnership
    interest in Northwest;
    Williams owns common and subordinated units representing an
    aggregate 45.7 percent limited partner interest in us, and
    if a vote of limited partners is required, Williams will be
    entitled to vote its units in accordance with its own interests,
    which may be contrary to our interests or your interests;
    our general partner may make a determination to receive a
    quantity of our Class B common units and additional general
    partner units in exchange for resetting the target distribution
    levels related to its incentive distribution rights without the
    approval of the conflicts committee of our general partner or
    our unitholders;
    all of the executive officers and certain of the directors of
    our general partner will devote significant time to the business
    of Williams
    and/or
    Williams Partners, and will be compensated by Williams for the
    services rendered to them;
    our general partner determines the amount and timing of our cash
    reserves, asset purchases and sales, borrowings and issuances of
    additional partnership securities, each of which can affect the
    amount of cash that is distributed to unitholders;
    our general partner determines the amount and timing of any
    capital expenditures and, based on the applicable facts and
    circumstances, whether a capital expenditure is classified as a
    maintenance capital expenditure, which reduces operating
    surplus, or an expansion capital expenditure or investment
    capital expenditure, neither of which reduces operating surplus.
    This determination can affect the amount of cash that is
    distributed to our unitholders, including distributions on our
    subordinated units, and to our general partner with respect to
    its incentive distribution rights, as well as the ability of the
    subordinated units to convert to common units;
    our general partner determines which costs incurred by it and
    its affiliates are reimbursable by us;
    in some instances, our general partner may cause us to borrow
    funds in order to permit the payment of cash distributions, even
    if the purpose or effect of the borrowing is to make a
    distribution on the subordinated units, to make incentive
    distributions or to accelerate the expiration of the
    subordination period;
    our partnership agreement does not restrict our general partner
    from causing us to pay it or its affiliates for any services
    rendered to us or from entering into additional contractual
    arrangements with any of these entities on our behalf;
    our general partner intends to limit its liability regarding our
    contractual and other obligations and, in some circumstances, is
    required to be indemnified by us;
    our general partner may exercise its limited right to call and
    purchase all common units not owned by it and its affiliates if
    they own more than 75 percent of the common units;
    our general partner controls the enforcement of obligations owed
    to us by it and its affiliates; and
    our general partner decides whether to retain separate counsel,
    accountants or others to perform services for us. 27




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The
    credit and risk profile of our general partner and its owner,
    Williams, could adversely affect our or Northwests credit
    ratings, which could increase our or Northwests borrowing
    costs or hinder our or Northwests ability to raise
    capital.
      Our
    partnership agreement limits our general partners
    fiduciary duties to holders of our common units and subordinated
    units and restricts the remedies available to holders of our
    common units and subordinated units for actions taken by our
    general partner that might otherwise constitute breaches of
    fiduciary duty.
    
    permits our general partner to make a number of decisions in its
    individual capacity, as opposed to in its capacity as our
    general partner. This entitles our general partner to consider
    only the interests and factors that it desires, and it has no
    duty or obligation to give any consideration to any interest of,
    or factors affecting, us, our affiliates, or any limited
    partner. Examples include the exercise of its limited call
    right, its voting rights with respect to the units it owns, its
    registration rights, its reset rights with respect to our
    incentive distribution levels, and its determination whether or
    not to consent to any merger or consolidation of the partnership
    or amendment to the partnership agreement;
    provides that our general partner will not have any liability to
    us or our unitholders for decisions made in its capacity as a
    general partner so long as it acted in good faith, meaning it
    believed the decision was in the best interests of our
    partnership;
    generally provides that affiliated transactions and resolutions
    of conflicts of interest not approved by the conflicts committee
    of the board of directors of our general partner and not
    involving a vote of unitholders must be on terms no less
    favorable to us than those generally being provided to or
    available from unrelated third parties or must be fair and
    reasonable to us, as determined by our general partner in
    good faith, and that, in determining whether a transaction or
    resolution is fair and reasonable, our general
    partner may consider the totality of the relationships between
    the parties involved, including other transactions that may be
    particularly advantageous or beneficial to us;
    provides that our general partner, its affiliates and their
    officers and directors will not be liable for monetary damages
    to us or our limited partners or assignees for any acts or
    omissions unless there has been a final and non-appealable
    judgment entered by a court of competent jurisdiction
    determining that our general partner or those other persons
    acted in bad faith or engaged in fraud or willful
    misconduct; and
    provides that in resolving conflicts of interest, it will be
    presumed that in making its decision our general partner or the
    conflicts committee of its board of directors acted in good
    faith, and in any proceeding brought by or on behalf of any
    limited partner or us, the person bringing or prosecuting such
    proceeding will have the burden of overcoming such presumption. 28




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Affiliates
    of our general partner, including Williams and Williams Partners
    L.P. (Williams Partners) are not limited in their
    ability to compete with Northwest or us. Williams is also not
    obligated to offer us the opportunity to acquire additional
    assets or businesses from it, which could limit our commercial
    activities or our ability to grow. In addition, all of the
    executive officers and certain of the directors of our general
    partner are also officers and/or directors of Williams and
    Williams Partners general partner, and these persons will
    also owe fiduciary duties to those entities.
  and/or
  Holders
    of our common units have limited voting rights and are not
    entitled to elect our general partner or its directors, which
    could reduce the price at which the common units will
    trade.
    If you
    are not an Eligible Holder, you will not be entitled to receive
    distributions or allocations of income or loss on your common
    units, and your common units will be subject to redemption at a
    price that may be below the then-current market
    price.
   29




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Our
    general partner may elect to cause us to issue Class B
    common units and additional general partner units to it in
    connection with a resetting of the target distribution levels
    related to its incentive distribution rights without the
    approval of the conflicts committee of its board of directors or
    the holders of our common units. This may result in lower
    distributions to holders of our common units in certain
    situations.
      Cost
    reimbursements to our general partner and its affiliates for
    services provided to us, which will be determined by our general
    partner, will be substantial and will reduce our cash available
    for distribution to you.
    Even
    if unitholders are dissatisfied, they cannot initially remove
    our general partner without its consent.
   30




---



##### Table of Contents



We
    have a holding company structure in which our subsidiaries
    conduct our operations and own our operating assets, which may
    affect our ability to make distributions to you.
    The
    control of our general partner may be transferred to a third
    party without unitholder consent.
    We may
    issue additional units without your approval, which would dilute
    your ownership interests.
    
    each existing unitholders proportionate ownership interest
    in us will decrease;
    the amount of cash available for distribution on each unit may
    decrease;
    because a lower percentage of total outstanding units will be
    subordinated units, the risk that a shortfall in the payment of
    the minimum quarterly distribution will be borne by our common
    unitholders will increase;
    the ratio of taxable income to distributions may increase;
    the relative voting strength of each previously outstanding unit
    may be diminished; and
    the market price of the common units may decline.  Common
    units held by our general partner eligible for future sale may
    adversely affect the price of our common units.
   31




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##### Table of Contents



Our
    general partner has a limited call right that may require you to
    sell your common units at an undesirable time or
    price.
    Our
    partnership agreement restricts the voting rights of unitholders
    owning 20 percent or more of our common
    units.
    Your
    liability may not be limited if a court finds that unitholder
    action constitutes control of our business.
    
    we were conducting business in a state but had not complied with
    that particular states partnership statute; or
    your right to act with other unitholders to remove or replace
    the general partner, to approve some amendments to our
    partnership agreement or to take other actions under our
    partnership agreement constitute control of our
    business.  Unitholders
    may have liability to repay distributions that were wrongfully
    distributed to them.
  Section 17-607
 32




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##### Table of Contents



If we
    are deemed an investment company under the
    Investment Company Act of 1940, it would adversely affect the
    market price of our common units and could have a material
    adverse effect on our business.
      Tax Risks
    to Common Unitholders
  Our
    tax treatment depends on our status as a partnership for federal
    income tax purposes, as well as our not being subject to a
    material amount of entity-level taxation by states and
    localities. If the Internal Revenue Service (IRS)
    were to treat us as a corporation for federal income tax
    purposes or if we were to become subject to a material amount of
    entity-level taxation for state or local tax purposes, the
    amount of cash available for distribution to our unitholders
    would be substantially reduced.
       33




---



##### Table of Contents



The
    tax treatment of publicly traded partnerships or an investment
    in our common units could be subject to potential legislative,
    judicial or administrative changes and differing
    interpretations, possibly on a retroactive basis.
    We
    prorate our items of income, gain, loss and deduction between
    transferors and transferees of the units each month based upon
    the ownership of the units on the first day of each month,
    instead of on the basis of the date a particular unit is
    transferred.
    You
    will be required to pay taxes on your share of our income even
    if you do not receive any cash distributions from
    us.
    The
    tax gain or loss on the disposition of our common units could be
    more or less than expected.
   34




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##### Table of Contents



We
    will treat each purchaser of common units as having the same tax
    benefits without regard to the actual common units purchased.
    The IRS may challenge this treatment, which could adversely
    affect the value of our common units.
    An IRS
    contest of the federal income tax positions we take may
    adversely affect the market for our common units, and the cost
    of any IRS contest will reduce our cash available for
    distribution to our unitholders and our general
    partner.
    Tax-exempt
    entities and
    non-U.S.
    persons face unique tax issues from owning common units that may
    result in adverse tax consequences to them.
  non-U.S. persons, non-U.S. persons non-U.S. persons
  We
    have adopted certain valuation methodologies that may result in
    a shift of income, gain, loss and deduction between the general
    partner and the unitholders. The IRS may challenge this
    treatment, which could adversely affect the value of our common
    units.
     35




---



##### Table of Contents



The
    sale or exchange of 50 percent or more of our capital and
    profits interests within any
    12-month
    period will result in the termination of our partnership for
    federal income tax purposes.
  12-month
  You
    will likely be subject to state and local taxes and return
    filing requirements in states or localities where you do not
    live as a result of investing in our common units.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  rights-of-way, rights-of-way,
    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   36




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  a)
    Market
    Information    2008

High


LowFourth Quarter

$
16.00


$
11.57Third Quarter


17.54



13.59Second Quarter


18.86



17.26First Quarter(1)


20.42



15.89     (1)
    
    Represents the period from January 24, 2008, the date that the
    Partnership completed its IPO.  (b)
    Holders      (c)
    Cash
    Distributions    2008

Cash Distribution per Unit(a)Fourth Quarter

$
0.3200Third Quarter


0.3150Second Quarter


0.3100First Quarter(b)


0.2242     (a)
    
    Represents cash distributions attributable to the quarter and
    declared and paid or to be paid within 45 days after
    quarter end. We paid cash distributions to our general partner
    with respect to its 2 percent general partner interest that
    totaled $0.8 million in 2008.  Subordinated units
    participated in all of the cash distributions for the periods
    indicated above.(b)
    
    The first quarter distribution was prorated to cover the period
    of time from January 24, when the partnerships
    initial public offering closed, through March 31. The
    prorated distribution of $0.2242 equates to a full quarter
    distribution of $0.30 per unit.  Cash
    Distribution Policy
    
    less the amount of cash reserves established by our general
    partner to:  
    provide for the proper conduct of our business, including
    necessary maintenance capital expenditures; 37




---



##### Table of Contents




    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distribution to our unitholders and to our
    general partner for any one or more of the next four quarters;  
    plus, all cash on hand on the date of determination resulting
    from cash received after the end of that quarter in respect of
    our ownership interest in Northwest and attributable to its
    operations during that quarter; and
    plus, if our general partner so determines, all or a portion of
    cash on hand on the date of determination of available cash for
    the quarter resulting from working capital borrowings made
    subsequent to the end of such quarter. Working capital
    borrowings are generally borrowings that are made under a credit
    agreement or another arrangement, are used solely for working
    capital purposes or to pay distributions to unitholders and are
    intended to be repaid within twelve months.          one-for-one
 38




---



##### Table of Contents



first second third thereafter
    
    first, 98 percent to all common and subordinated
    unitholders, pro rata, and 2 percent to our general
    partner, until each common and subordinated unitholder receives
    a total of $0.330625 per unit for that quarter, or the first
    target distribution;
    second, 85 percent to all common and subordinated
    unitholders, pro rata, and 15 percent to our general
    partner, until each common and subordinated unitholder receives
    a total of $0.359375 per unit for that quarter, or the second
    target distribution;
    third, 75 percent to all common and subordinated
    unitholders, pro rata, and 25 percent to our general
    partner, until each common and subordinated unitholder receives
    a total of $0.431250 per unit for that quarter, or the third
    target distribution; and
    thereafter, 50 percent to all common and subordinated
    unitholders, pro rata, and 50 percent to our general
    partner.  (d)
    Securities
    Authorized for Issuance Under Equity Compensation
    Plans   39




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Williams
    Pipeline Partners L.P. and/or Predecessor
  Years Ended December 31,2008


2007


2006


2005


2004(Predecessor)


(Predecessor)


(Predecessor)


(Predecessor)(Thousands of dollars)Income Statement Data:Equity earnings from investment in Northwest

$
54,380


$
153,904


$
19,062


$
24,141


$
25,891Net income


51,880



153,904



19,062



24,141



25,891Balance Sheet Data (at period end):Investment in Northwest


414,069



414,966



300,281



264,721



258,080Total partners capital


422,013



414,966



300,281



264,721



258,080Basic and diluted net income per limited partner unit:Common units

$
1.43Subordinated units

$
1.43Cash Dividends Declared

$
0.8492   Northwest
    (100%)
  Years Ended December 31,2008


2007


2006


2005


2004(Thousands of dollars)Income Statement Data:Operating revenues

$
434,854


$
421,851


$
324,250


$
321,457


$
338,532Net income


155,371



439,726
(A)


54,462



68,974



73,974Balance Sheet Data (at period end):Total assets


2,082,172



2,056,471



2,049,324



1,692,371



1,670,499Long-term debt, including current maturities


693,240



693,736



687,075



520,080



527,562Total Owners equity


1,184,714



1,185,616



857,945



756,346



737,372Cash Distributions


419,342



109,770







50,000



60,000     Note:
  (A)
    
    Through September 30, 2007, Northwest used the liability
    method of accounting for income taxes which required, among
    other things, provisions for all temporary differences between
    the financial basis and the tax basis in Northwests assets
    and liabilities and adjustments to the existing deferred tax
    balances for changes in tax rates. Following Northwests
    conversion to a general partnership on October 1, 2007,
    Northwest is no longer subject to income tax. On October 1,
    2007, Northwest reversed deferred income tax liabilities of 40




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##### Table of Contents



approximately $311.8 million to income and
    $10.2 million of deferred income tax assets to
    comprehensive income.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
      How We
    Evaluate Our Operations
    
    the level of capacity reserved under Northwests long-term
    firm transportation and storage contracts;
    the level of revenues provided by Northwests short-term
    firm and interruptible transportation and storage services;
    Northwests operating expenses; and
    our and Northwests estimated cash available for
    distribution.  Long-Term
    Firm Service
    Short-Term
    Firm and Interruptible Service
   41




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##### Table of Contents



Seasonality
    2008

Jan-Mar


Apr-Jun


Jul-Sep


Oct-Dec


TotalRevenues ($ in 000)

$
107,405


$
106,450


$
108,542


$
112,457


$
434,854Revenue%


24.7
%


24.5
%


25.0
%


25.8
%


100
%Operating Expenses ($ in 000)

$
58,239


$
59,774


$
55,500


$
60,163


$
233,676Throughput (TBtu)(1)


220



171



179



211



781Throughput%


28.2
%


21.9
%


22.9
%


27.0
%


100
%     (1)
    
    Parachute Lateral volumes are excluded from throughput as these
    volumes flow under separate contracts that do not result in
    mainline throughput.  Northwests
    Operating Expenses
    Our
    Cash Available for Distribution
    Northwests
    Cash Available for Distribution
    Factors
    that Impact Northwests Business
   42




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##### Table of Contents



Northwests
    Operations
    Transportation Services.
    Storage Services.
 43




---



##### Table of Contents



Recent
    Market Events
    
    Northwest has no significant debt maturities until 2016.
    As of December 31, 2008, Northwest had approximately
    $66.0 million of available cash from return of advances
    made to affiliates and available capacity under its Credit
    Facility. (See further discussion in Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Capital Resources and Liquidity of
    Northwest.)
    A significant portion of Northwests transportation and
    storage services are provided pursuant to long-term firm
    contracts that obligate its customers to pay them monthly
    capacity reservation fees regardless of the amount of pipeline
    or storage capacity actually utilized by a customer.  Outlook
      Critical
    Accounting Policies, Estimates, Judgments and
    Sensitivities
    Regulatory
    Accounting
    Contingencies
    Environmental
    Liabilities
   44




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##### Table of Contents



Pension
    and Postretirement Obligations
    Northwests
    Results of Operations
   45




---



##### Table of Contents



Analysis
    of Financial Results
    Years Ended December 31,2008


2007


2006(Thousands of dollars)Income Statement Data:Operating revenues

$
434,854


$
421,851


$
324,250Operating expenses:General and administrative


60,403



65,772



56,463Operation and maintenance


72,831



66,847



65,763Depreciation


86,184



84,731



79,488Regulatory credits


(2,617
)


(3,663
)


(4,469
)Taxes, other than income taxes


16,875



13,997



15,018Regulatory liability reversal






(16,562
)


Total operating expenses


233,676



211,122



212,263Operating income


201,178



210,729



111,987Other income (net)


1,623



25,437



16,597Interest charges:Interest on long-term debt


42,290



46,828



43,649Other interest


5,571



5,585



3,824Allowance for borrowed funds used during construction


(431
)


(1,306
)


(4,557
)Total interest charges


47,430



51,107



42,916Income before income taxes


155,371



185,059



85,668Provision for (benefit) income taxes






(254,667
)


31,206Net income

$
155,371


$
439,726


$
54,462   2008
    vs. 2007
       46




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##### Table of Contents



gross-ups
      2007
    vs. 2006
           47




---



##### Table of Contents



Capital
    Resources and Liquidity of Northwest
          Sources
    (Uses) of Cash
  Years Ended December 31,2008


2007


2006(Thousands of dollars)Net cash provided (used) by:Operating activities

$
239,014


$
205,357


$
159,807Financing activities


(126,848
)


(142,523
)


266,919Investing activities


(112,318
)


(63,826
)


(484,946
)Decrease in cash and cash equivalents

$
(152
)

$
(992
)

$
(58,220
)  48




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##### Table of Contents



Operating
    Activities
      Financing
    Activities
    
    Northwest issued $250 million aggregate principal amount of
    6.05 percent senior unsecured notes due 2018.
    Northwest repaid the $250 million borrowed under the
    Williams revolving credit agreement in 2007.
    Northwest received proceeds of $300.9 million from the sale
    of partnership interest.
    Northwest paid distributions of $419.3 million to its
    partners.    
    Northwest issued $185 million aggregate principal amount of
    5.95 percent senior unsecured notes due 2017.
    Northwest borrowed $250 million under the Williams
    revolving credit agreement.
    Northwest retired $175 million of 8.125 percent senior
    unsecured notes due 2010.
    Northwest retired $250 million of 6.625 percent senior
    unsecured notes due 2007.
    Northwest paid distributions of $109.8 million to Williams.    
    Northwest issued $175 million aggregate principal amount of
    7 percent senior unsecured notes due 2016.
    Northwest received a capital contribution of $65 million
    from Williams.  Investing
    Activities
    
    Capital expenditures totaled $78.6 million primarily
    related to normal maintenance and compliance and the expansion
    of the Jackson Prairie storage facility.
    Northwest advanced $26.9 million to Williams.    
    Capital expenditures totaled $157.2 million primarily
    related to normal maintenance and compliance.
    Northwest received $79.8 million of proceeds from the sale
    of the Parachute Lateral to an affiliate.
    Northwest received $10.9 million repayment of advances made
    to Williams.    
    Capital expenditures totaled $473.6 million primarily
    related to the capacity replacement project.  Working
    Capital
   49




---



##### Table of Contents



Short-Term
    Liquidity
      Credit
    Agreement
       50




---



##### Table of Contents



Long-Term
    Financing
    Capital
    Requirements
        Credit
    Ratings
    Moodys Investors Service

Baa2Standard and Poors

BBBFitch Ratings

BBB    51




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##### Table of Contents



Contractual
    Obligations
    2009


2010-2011


2012-2013


Thereafter


TotalLong-term debt, including current portion:Principal

$



$



$



$
695.0


$
695.0Interest


44.4



88.9



88.9



209.9



432.1Operating leases


13.9



7.5



7.5



18.8



47.7Purchase obligations:Natural gas purchase, storage, transportation and construction


28.4



4.9



2.0







35.3Other


1.6



0.3



0.2







2.1Other long-term liabilities, including current portion(1)(2)(3)


1.5



3.0



3.0



1.7



9.2Total

$
89.8


$
104.6


$
101.6


$
925.4


$
1,221.4     (1)
    
    Does not include estimated contributions to the pension and
    other postretirement benefit plans. Northwest made contributions
    to the pension and other postretirement benefit plans of
    $7.8 million in 2008, $3.2 million in 2007, and
    $5.7 million in 2006. (See Item 8. Financial
    Statements  Northwest Pipeline GP Notes to
    Consolidated Financial Statements: Note 5. Employee Benefit
    Plans.) The 2008 economic downturn resulted in a significant
    decrease in the funded status of the Williams sponsored
    tax-qualified pension plans. As a result, Northwest anticipates
    that future contributions to these pension plans may vary
    significantly from historical contributions if investment
    returns do not return to expected levels. Future contributions
    may also be impacted if actual results differ significantly from
    estimated results or assumptions such as interest rates,
    retirement rates, mortality and other significant assumptions or
    by changes to current legislation and regulations.(2)
    
    Does not include estimated settlement of asset retirement
    obligations. (See Item 8. Financial Statements and
    Supplementary Data  Northwest Pipeline GP Notes to
    Consolidated Financial Statements: Note 9. Asset Retirement
    Obligations.)(3)
    
    Does not include non-current regulatory liabilities comprised of
    negative salvage and other postretirement benefits. (See
    Item 8. Financial Statements and Supplementary
    Data  Northwest Pipeline GP Notes to Consolidated
    Financial Statements: Note 10. Regulatory Assets and
    Liabilities.) 52




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    Impact of
    Inflation
    Environmental
    Matters
    Safety
    Matters
    Legal
    Matters
    Regulatory
    Proceedings
    Summary
   53




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##### Table of Contents



Liquidity
    and Capital Resources of Williams Pipeline Partners
    L.P.
      Northwest
    Distributions
    Capital
    Contributions from Williams
    Credit
    Facility
  365-day
  Cash
    Distributions to Unitholders
    Conclusion
   54




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##### Table of Contents



Item 7A.
    Qualitative
    and Quantitative Disclosures About Market Risk  Interest
    Rate Risk
    December 31, 2008Fixed rates on long-term debt:5.95% senior unsecured notes due 2017

$
185,0006.05% senior unsecured notes due 2018


250,0007.00% senior unsecured notes due 2016


175,0007.125% senior unsecured notes due 2025


85,000695,000Unamortized debt discount


1,760Total long-term debt

$
693,240     Credit
    Risk
    Market
    Risk
   55




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  Index to
    Financial Statements
   
 PageWilliams Pipeline Partners L.P.Managements Annual Report on Internal
    Control Over Financial Reporting


57Report of Independent Registered Public
    Accounting Firm


58Consolidated Statements of Income for the years
    ended December 31, 2008, 2007, and 2006


59Consolidated Balance Sheets at December 31,
    2008 and 2007


60Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


61Consolidated Statement of Partners Capital
    for the years ended December 31, 2008, 2007 and 2006


62Notes to Consolidated Financial Statements


63Northwest Pipeline GPManagements Annual Report on Internal
    Control Over Financial Reporting


69Report of Independent Registered Public
    Accounting Firm


70Consolidated Statements of Income for the years
    ended December 31, 2008, 2007 and 2006


71Consolidated Balance Sheets at December 31,
    2008 and 2007


72Consolidated Statements of Owners Equity
    for the years ended December 31, 2008, 2007 and 2006


73Consolidated Statements of Comprehensive Income
    for the years ended December 31, 2008, 2007 and 2006


74Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


75Notes to Consolidated Financial Statements


76   56




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##### Table of Contents



MANAGEMENTS
    ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
    REPORTING  Rules 13a-15(f) 15d-15(f)
    Internal Control 
    Integrated Framework.
   57




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          
    58




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.



CONSOLIDATED
    STATEMENTS OF INCOME  Years Ended December 31,2008


2007


2006(Predecessor)


(Predecessor)(Thousands of dollars, except per-unit amounts)General and administrative expense

$
2,520


$



$
Earnings from Northwest Pipeline GP through January 23,
    2008 (Predecessor)


4,002



153,904



19,062Equity earnings from investment in Northwest Pipeline GP after
    January 23, 2008


50,378







Interest expense  affiliate


(47
)






Interest income


67







Net income

$
51,880


$
153,904


$
19,062Allocation of 2008 net income used for earnings per unit
    calculation:Net income

$
51,880Net income applicable to the period through January 23, 2008


4,002Net income applicable to the period after January 23, 2008


47,878Allocation of net income (loss) to general partner


2Allocation of net income to limited partners

$
47,876Basic and diluted net income per limited partner unit:Common units

$
1.43Subordinated units

$
1.43Weighted average number of units outstanding:Common units


22,606,010Subordinated units


10,957,900    59




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.



CONSOLIDATED
    BALANCE SHEETS  December 31,2008


2007(Predecessor)(Thousands of dollars)ASSETSCurrent assets:Cash and cash equivalents

$
7,760


$
Prepaid expense


184



Total current assets


7,944



Investment in Northwest Pipeline GP


414,069



414,966Deferred costs






1,689Total assets

$
422,013


$
416,655LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable:Trade

$
671


$
Affiliate


424



1,689Total current liabilities


1,095



1,689Contingent liabilities and commitmentsPartners capital:Common unitholders (22,607,430 units outstanding at
    December 31, 2008)


287,269



Subordinated unitholders (10,957,900 units outstanding at
    December 31, 2008)


138,835



Accumulated other comprehensive loss


(13,863
)


General partner


8,677



414,966Total partners capital


420,918



414,966Total liabilities and partners capital

$
422,013


$
416,655    60




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Years Ended December 31,2008


2007


2006(Predecessor)


(Predecessor)(Thousands of dollars)OPERATING ACTIVITIES:Net income

$
51,880


$
153,904


$
19,062Adjustments to reconcile to cash provided by operations:Equity earnings from investment in Northwest Pipeline GP


(54,380
)


(153,904
)


(19,062
)Distributions related to equity earnings from investment in
    Northwest Pipeline GP


41,454







Cash provided (used) by changes in assets and liabilities:Other current assets


(184
)






Accounts payable


1,095







Other


114







Net cash provided by operating activities


39,979







INVESTING ACTIVITIES:Purchase of 15.9% general partnership interest in Northwest
    Pipeline GP


(300,900
)






Net cash used by investing activities


(300,900
)






FINANCING ACTIVITIES:Distributions paid


(34,896
)






Proceeds from sale of common units


336,520







Offering costs


(3,797
)






Redemption of common units held by general partner


(31,020
)






Contribution pursuant to the omnibus agreement


1,874







Net cash provided by financing activities


268,681







Increase in cash and cash equivalents


7,760







Cash and cash equivalents at beginning of period










Cash and cash equivalents at end of period

$
7,760


$



$
SCHEDULE OF NONCASH FINANCING ACTIVITIES:Contribution of 19.1% in Northwest Pipeline GP

$
(115,020
)

$



$
Issuance of units to Williams Pipeline GP LLC


115,020







    61




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.



CONSOLIDATED
    STATEMENT OF PARTNERS CAPITAL  AccumulatedPre-IPO











Other


TotalOwners


Limited Partner


General


Comprehensive


PartnersEquity


Common


Subordinated


Partner


Income


Capital(Thousands of dollars)(Unaudited)Balance  January 1, 2006 (Predecessor)

$
264,721


$



$



$



$



$
264,721Net income


19,062



















19,062Capital contribution from parent


22,750



















22,750Other comprehensive income:Gain on cash flow hedges, net of reclassification adjustments


127



















127Adjustment to initially apply SFAS No. 158:Pension benefits, net of tax:Net actuarial loss


(6,272
)


















(6,272
)Prior service cost


(107
)


















(107
)Balance  December 31, 2006 (Predecessor)


300,281



















300,281Net income


153,904



















153,904Cash distributions


(38,420
)


















(38,420
)Elimination of deferred income taxes


(3,767
)


















(3,767
)Other comprehensive income:Loss on cash flow hedges, net of reclassification adjustments


(22
)


















(22
)Pension benefits:Amortization of net actuarial Loss


670



















670Amortization of prior service cost


27



















27Net actuarial gain arising during the period


2,293



















2,293Balance  December 31, 2007 (Predecessor)


414,966



















414,966Net income attributable to the period through January 23,
    2008


4,002



















4,002Pre-IPO distribution


(3,088
)


















(3,088
)Distribution of Pre-IPO funds made in April 2008


(2,723
)


















(2,723
)Other comprehensive loss attributable to the period through
    January 23, 2008


40



















40Balance  January 23, 2008 (Predecessor)


413,197



















413,197Contribution of net assets of predecessor companies


(115,020
)


(26,392
)


133,094



8,318







Adjustment to contribution of net assets of predecessor companies


2,723



(1,798
)


(871
)


(54
)






Purchase of 15.9% general partnership interest in Northwest
    Pipeline GP


(300,900
)


















(300,900
)Issuance of units to public






336,520















336,520Offering costs






(3,797
)














(3,797
)Redemption of common units by general partner






(31,020
)














(31,020
)Other comprehensive income attributable to the period January 24
    through December 31, 2008:Net unrealized gain on cash flow hedge


















(20
)


(20
)Pension benefits:Amortization of net actuarial loss


















457



457Amortization of prior service cost


















26



26Net actuarial loss arising during the period


















(14,326
)


(14,326
)Total comprehensive income






















(13,863
)Net income attributable to the period January 24 through
    December 31, 2008






32,839



15,918



(879
)






47,878Cash distributions






(19,197
)


(9,306
)


(582
)






(29,085
)Contributions pursuant to the omnibus agreement














1,874







1,874Other






114















114Balance  December 31, 2008

$



$
287,269


$
138,835


$
8,677


$
(13,863
)

$
420,918    62




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  Note 1.
    Organization
    and Basis of Presentation              Note 2.
    Summary
    of Significant Accounting Policies  Use of Estimates.
 63




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Investments.
  Impairment of Investments. other-than-temporary other-than-temporary,
  Income Taxes.
  Cash and Cash Equivalents.
  Note 3.
    Allocation
    of Net Income and Distributions    Period fromJanuary 24, 2008throughDecember 31, 2008Allocation to general partner:Net income

$
47,878Charges direct to general partner:Reimbursable general and administrative costs


1,874Income subject to 2% allocation of general partner interest


49,752General partners share of net income


2.0
%General partners allocated share of net income before
    items directly allocable to general partner interest


995Incentive distributions paid to general partner*


Direct charges to general partner


(1,874
)Net income (loss) allocated to general partner

$
(879
)Net income

$
47,878Net income (loss) allocated to general partner


(879
)Net income allocated to limited partners

$
48,757     *
    
    Under the two class method of computing earnings per
    share prescribed by SFAS No. 128, Earnings Per
    Share, earnings are to be allocated to participating
    securities as if all of the earnings for the period had been
    distributed. As a result, the general partner receives an
    additional allocation of income in quarterly periods where an
    assumed incentive distribution, calculated as if all earnings
    for the period had been distributed, exceeds the actual
    incentive distribution. There were no assumed incentive
    distributions for the three months ended March 31, 2008;
    however, for the three months ended June 30, 2008, the
    assumed incentive distribution 64




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  rights were $71 thousand, for the three months ended
    September 30, 2008, the assumed incentive distribution
    rights were $471 thousand, and for the three months ended
    December 31, 2008, the assumed incentive distribution
    rights were $339 thousand. The resulting allocation of income
    for the calculation of earnings per limited partner unit is
    shown on the Consolidated Statements of Income.  per-unit
    General PartnerIncentivePer Unit


Common


Subordinated





Distribution


Total CashPayment Date

Distribution


Units


Units


2%


Rights


Distribution5/15/2008

$
0.2242


$
5,068


$
2,457


$
154


$



$
7,6798/14/2008


0.3100



7,008



3,397



212







10,61711/14/2008


0.3150



7,121



3,452



216







10,7892/13/2009(a)


0.3200



7,234



3,507



219







10,960     (a)
    
    The board of directors of our general partner declared this cash
    distribution on January 26, 2009 to be paid on
    February 13, 2009 to unitholders of record at the close of
    business on February 6, 2009.  Subordinated units. one-for-one
  Note 4.
    Credit
    Facilities  365-day
  Note 5.
    Recent
    Accounting Standards  No. 07-4, Two-Class Method Earnings per Share, EITF 07-4
 65




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 07-4, EITF 07-4
      Note 6.
    Related
    Party Transactions      Note 7.
    Deferred
    Costs   66




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 8.
    Comprehensive
    Income    Years Ended December 31,2008


2007


2006(Predecessor)(Predecessor)(Thousands of dollars)Net income

$
51,880


$
153,904


$
19,062Reclassification of cash flow hedge gain into earnings


(22
)


(22
)


126Pension benefits:Amortization of net actuarial loss


498



670



Amortization of prior service cost


27



27



Net actuarial (loss) gain arising during the period


(14,326
)


2,293



Elimination of deferred income taxes






(3,767
)


Total comprehensive income

$
38,057


$
153,105


$
19,188   Note 9.
    Equity
    Investments    Northwest
    (100%)
  Years Ended December 31,2008


2007


2006(Thousands of dollars)Income Statement Data:Operating revenues

$
434,854


$
421,851


$
324,250Net income


155,371



439,726
(A)


54,462Cash Distributions


419,342



109,770



Balance Sheet Data (at period end):Total assets


2,082,172



2,056,471Long-term debt, including current maturities


693,240



693,736Total Partners equity


1,184,713



1,185,616   Note:
    (A)
    
    Through September 30, 2007, Northwest used the liability
    method of accounting for income taxes which required, among
    other things, provisions for all temporary differences between
    the financial basis and the tax basis in Northwests assets
    and liabilities and adjustments to the existing deferred tax
    balances for changes in tax rates. Following Northwests
    conversion to a general partnership on October 1, 2007,
    Northwest is no longer subject to income tax. On October 1,
    2007, Northwest reversed to income deferred income tax
    liabilities of approximately $311.8 million and
    $10.2 million of deferred income tax assets to
    comprehensive income. 67




---



##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    Quarterly
    Information (Unaudited)  per-unit
  Quarter of 2008First


Second


Third


FourthEquity earnings from investment in Northwest

$
13,355
(a)

$
12,490


$
14,433


$
14,102Net income


12,855
(a)


11,867



13,863



13,295Basic and diluted net income per limited partner unit:Common units


0.27



0.36



0.41



0.39Subordinated units


0.27



0.36



0.41



0.39   Quarter of 2007First


Second


Third


Fourth(Predecessor)


(Predecessor)


(Predecessor)


(Predecessor)Equity earnings from investment in Northwest

$
8,175


$
13,085


$
11,583


$
121,061Net income


8,175



13,085



11,583



121,061     (a)
    
    Net income and equity earnings from investment in Northwest for
    the first quarter of 2008 include $4,002 of Predecessor equity
    earnings from investment in Northwest Pipeline GP, representing
    the first twenty-three days of January 2008. 68




---



##### Table of Contents



MANAGEMENTS
    ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
    REPORTING  Rules 13a-15(f) 15d-15(f)
    Internal Control  Integrated Framework.
   69




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              70




---



##### Table of Contents



NORTHWEST
    PIPELINE GP



CONSOLIDATED
    STATEMENTS OF INCOME  Years Ended December 31,2008


2007


2006(Thousands of dollars)OPERATING REVENUES

$
434,854


$
421,851


$
324,250OPERATING EXPENSES:General and administrative


60,403



65,772



56,463Operation and maintenance


72,831



66,847



65,763Depreciation


86,184



84,731



79,488Regulatory credits


(2,617
)


(3,663
)


(4,469
)Taxes, other than income taxes


16,875



13,997



15,018Regulatory liability reversal






(16,562
)


Total operating expenses


233,676



211,122



212,263Operating income


201,178



210,729



111,987OTHER INCOME  net:Interest income Affiliated


813



2,983



3,920Other


6



2,681



3,423Allowance for equity funds used during construction


812



2,091



8,947Miscellaneous other income (expense), net


(8
)


(517
)


307Contract termination income






18,199



Total other income  net


1,623



25,437



16,597INTEREST CHARGES:Interest on long-term debt


42,290



46,828



43,649Other interest


5,571



5,585



3,824Allowance for borrowed funds used during construction


(431
)


(1,306
)


(4,557
)Total interest charges


47,430



51,107



42,916INCOME BEFORE INCOME TAXES


155,371



185,059



85,668PROVISION (BENEFIT) FOR INCOME TAXES (Note 6)






(254,667
)


31,206NET INCOME

$
155,371


$
439,726


$
54,462CASH DISTRIBUTIONS/DIVIDENDS

$
419,342


$
109,770


$
    71




---



##### Table of Contents



NORTHWEST
    PIPELINE GP



CONSOLIDATED
    BALANCE SHEETS  December 31,2008


2007(Thousands of dollars)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
345


$
497Advances to affiliate


65,977



39,072Accounts receivable Trade, less reserves of $0 for 2008 and $7 for 2007


40,116



40,689Affiliated companies


1,230



3,514Materials and supplies, less reserves of $111 for 2008 and $181
    for 2007


9,817



10,344Exchange gas due from others


17,000



10,155Exchange gas offset






6,593Prepayments and other


5,985



6,928Total current assets


140,470



117,792PROPERTY, PLANT AND EQUIPMENT, at cost


2,765,520



2,706,691Less  Accumulated depreciation


901,613



864,999Total property, plant and equipment, net


1,863,907



1,841,692OTHER ASSETS:Deferred charges


22,213



44,915Regulatory assets


55,582



52,072Total other assets


77,795



96,987Total assets

$
2,082,172


$
2,056,471LIABILITIES AND OWNERS EQUITYCURRENT LIABILITIES:Accounts payable Trade

$
12,172


$
32,055Affiliated companies


6,484



13,056Accrued liabilities Taxes, other than income taxes


10,019



7,935Interest


4,045



4,517Employee costs


10,505



12,106Exchange gas due to others


12,165



16,748Exchange gas offset


4,835



Other


8,784



5,713Total current liabilities


69,009



92,130LONG-TERM DEBT


693,240



693,736DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES


135,209



84,989CONTINGENT LIABILITIES AND COMMITMENTSOWNERS EQUITY:Owners capital


978,682



977,022Retained earnings


265,668



228,739Accumulated other comprehensive loss


(59,636
)


(20,145
)Total owners equity


1,184,714



1,185,616Total liabilities and owners equity

$
2,082,172


$
2,056,471    72




---



##### Table of Contents



NORTHWEST
    PIPELINE GP



CONSOLIDATED
    STATEMENTS OF OWNERS EQUITY  Years Ended December 31,2008


2007


2006(Thousands of dollars, except per share amounts)Common stock, par value $1 per share, authorized,
    1,000 sharesBalance at beginning of period, outstanding, 1,000 shares
    for 2007 and 2006

$



$
1


$
1Conversion to GP






(1
)


Balance at end of period










1Additional paid-in capital Balance at beginning of period






977,021



912,021Capital contribution from parent










65,000Conversion to GP






(977,021
)


Balance at end of period










977,021Partners capital Balance at beginning of period


977,022







Capital contribution from partner


1,660







Conversion to GP






977,022



Balance at end of period


978,682



977,022



Retained earnings (deficit) Balance at beginning of period


228,739



(101,214
)


(155,676
)Net income


155,371



439,726



54,462Cash distributions


(419,342
)


(109,770
)


Sale of partnership interest


300,900







Other






(3
)


Balance at end of period


265,668



228,739



(101,214
)Accumulated other comprehensive loss Balance at beginning of period


(20,145
)


(17,863
)


Cash flow hedges:Gain, net of tax of ($233) for 2006










386Reclassification of gain into earnings, net of tax of $13 for
    2006


(61
)


(62
)


(21
)Pension benefits:Adjustment to initially apply SFAS No. 158:Prior service cost, net of tax of $186 for 2006










(308
)Net actuarial loss, net of tax of $10,797 for 2006










(17,920
)Net actuarial gain (loss)


(39,509
)


8,466



Prior service cost


79



77



Elimination of deferred income taxes






(10,763
)


Balance at end of period


(59,636
)


(20,145
)


(17,863
)Total owners equity

$
1,184,714


$
1,185,616


$
857,945    73




---



##### Table of Contents



NORTHWEST
    PIPELINE GP



CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME  Years Ended December 31,2008


2007


2006(Thousands of dollars)Net Income

$
155,371


$
439,726


$
54,462Cash Flow Hedges:Gain on cash flow hedges, net of tax of ($233) for 2006










386Amortization of cash flow hedges, net of tax of $13 for 2006


(61
)


(62
)


(21
)Pension Benefits:Amortization of prior service cost


79



77



Amortization of net actuarial loss


1,423



1,913



Net actuarial gain (loss) arising during the period


(40,932
)


6,553



Elimination of deferred income taxes






(10,763
)


Total comprehensive income

$
115,880


$
437,444


$
54,827    74




---



##### Table of Contents



NORTHWEST
    PIPELINE GP



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Years Ended December 31,2008


2007


2006(Thousands of dollars)OPERATING ACTIVITIES:Net Income

$
155,371


$
439,726


$
54,462Adjustments to reconcile to net cash provided by operating
    activities Depreciation


86,184



84,731



79,488Regulatory credits


(2,617
)


(3,663
)


(4,469
)Provision (benefit) for deferred income taxes






(289,229
)


27,916Amortization of deferred charges and credits


8,589



9,783



2,484Allowance for equity funds used during construction


(812
)


(2,091
)


(8,947
)Reserve for doubtful accounts


(7
)


(46
)


(38
)Regulatory liability reversal






(16,562
)


Contract termination income






(6,045
)


Cash provided (used) by changes in operating assets and
    liabilities:Trade accounts receivable


580



(8,413
)


(3,515
)Affiliated receivables, including income taxes in 2007 and 2006


2,284



(2,923
)


4,899Exchange gas due from others


4,583



(1,654
)


5,549Materials and supplies


527



(331
)


(1,912
)Other current assets


943



1,017



(5,264
)Deferred charges


(423
)


(9,769
)


(1,610
)Trade accounts payable


(2,599
)


4,653



(2,011
)Affiliated payables, including income taxes in 2007 and 2006


(6,572
)


(5,259
)


13,037Exchange gas due to others


(4,583
)


1,654



(5,549
)Other accrued liabilities


3,082



2,105



1,192Other deferred credits


(5,139
)


7,673



4,095Other


(377
)






Net cash provided by operating activities


239,014



205,357



159,807FINANCING ACTIVITIES:Proceeds from issuance of long-term debt


249,333



434,362



174,447Retirement of long-term debt


(250,000
)


(252,867
)


(7,500
)Early retirement of long-term debt






(175,000
)


Debt issuance costs


(2,027
)


(2,059
)


(2,375
)Premium on early retirement of long-term debt






(7,111
)


Capital contribution from parent


1,660







65,000Proceeds from sale of partnership interest


300,900







Distributions paid


(419,342
)


(109,770
)


Changes in cash overdrafts


(7,372
)


(30,078
)


37,347Net cash provided by (used in) financing activities


(126,848
)


(142,523
)


266,919INVESTING ACTIVITIES:Property, plant and equipment Capital expenditures


(78,566
)


(157,163
)


(473,566
)Proceeds from sales


3,065



2,257



Asset removal cost










(9,733
)Changes in accounts payable and accrued liabilities


(9,912
)


402



(5,015
)Proceeds from contract termination payments










3,348Proceeds from sale at Parachute facilities






79,770



Repayments from (advances to) affiliates


(26,905
)


10,908



20Net cash used in investing activities


(112,318
)


(63,826
)


(484,946
)NET DECREASE IN CASH AND CASH EQUIVALENTS


(152
)


(992
)


(58,220
)CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR


497



1,489



59,709CASH AND CASH EQUIVALENTS AT END OF YEAR

$
345


$
497


$
1,489    75




---



##### Table of Contents



NORTHWEST
    PIPELINE GP



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  Note 1.
    Summary
    of Significant Accounting Policies  Corporate
    Structure and Control
          Nature
    of Operations
    Regulatory
    Accounting
   76




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for the Effects of Certain
    Types of Regulation,
  Basis
    of Presentation
      Use of
    Estimates
      Property,
    Plant and Equipment
      25-year 15-year
 77




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Allowance
    for Borrowed and Equity Funds Used During
    Construction
      Regulatory
    Allowance for Equity Funds Used During
    Construction
    Advances
    to Affiliates
   78




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounts
    Receivable and Allowance for Doubtful Receivables
    Materials
    and Supplies Inventory
      Impairments
    of Long-Lived Assets
    and/or
  Income
    Taxes
      Deferred
    Charges
   79




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Revenue
    Recognition
        Environmental
    Matters
    Interest
    Payments
    Recent
    Accounting Standards
   80




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. FAS 157-2,
  Change
    in Accounting Estimate
    Reclassifications
    and Adjustments
      Note 2.
    Rate and
    Regulatory Matters  Parachute
    Lateral Project
   81




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 3.
    Contingent
    Liabilities and Commitments  Legal
    Proceedings
    Environmental
    Matters
    clean-up clean-ups
  eight-hour
 82




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  eight-hour
  Safety
    Matters
  Pipeline Integrity Regulations
  Other
    Matters
    Summary
    Other
    Commitments
    Cash
    Distributions to Partners
     83




---



##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 4.
    Debt,
    Financing Arrangements and Leases  Debt
    Covenants
    Long-Term
    Debt
            December 31,2008


2007(Thousands of dollars)5.95%, payable 2017

$
184,471


$
184,4076.05%, payable 2018


249,374



7.00%, payable 2016


174,587



174,5327.125%, payable 2025


84,808



84,797Revolving credit debt, payable 2012






250,000Total long-term debt

$
693,240


$
693,736  84




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (Thousands of dollars)2009

$
2010


2011


2012


2013


Thereafter


695,000Total

$
695,000   Line-of-Credit
    Arrangements
        
    Williams ratio of debt to capitalization must be no
    greater than 65 percent. Williams was in compliance with
    this covenant at December 31, 2008.
    Our ratio of debt to capitalization and that of another
    participating subsidiary of Williams must be no greater than
    55 percent. We were in compliance with this covenant at
    December 31, 2008.  Leases
     85




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (Thousands of dollars)2009

$
6,3692010


3,7492011


3,7492012


3,7492013


3,74921,365Less: noncancelable subleases


2,819Total

$
18,546       Note 5.
    Employee
    Benefit Plans  Pension
    Plans
      Pension Benefits2008


2007(Thousands of dollars)Amounts not yet recognized in net periodic benefit expense:Prior service cost

$
(339
)

$
(417
)Net actuarial losses


(59,759
)


(20,251
)  86




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Postretirement
    Benefits Other than Pensions
      Defined
    Contribution Plan
    Stock-Based
    Compensation
  Plan
    Information
      Accounting
    for Stock-Based Compensation
    Note 6.
    Income
    Taxes   87




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006(Thousands of dollars)Current:Federal

$



$
30,888


$
2,940State






3,674



350



34,562



3,290Deferred:Federal






(258,459
)


24,945State






(30,770
)


2,971



(289,229
)


27,916Total provision (benefit)

$



$
(254,667
)

$
31,206     Years Ended December 31,2008


2007


2006(Thousands of dollars)Provision at statutory Federal income tax rate of
    35 percent(1)

$



$
52,831


$
29,984Increase (decrease) in tax provision resulting from -State income taxes net of Federal tax benefit






3,948



2,159Book/tax basis reconciliation adjustment










(723
)Other  net






330



(214
)Provision for income taxes prior to conversion from a
    corporation to a partnership

$



$
57,109


$
31,206Effective tax rate prior to conversion from a corporation to a
    partnership



%


37.83
%


36.43
%Provision for income taxes prior to conversion from a
    corporation to a partnership

$



$
57,109


$
31,206Conversion from a corporation to a partnership






(311,776
)


Total provision (benefit) for income taxes

$



$
(254,667
)

$
31,206     (1)
    
    Following our conversion to a general partnership on
    October 1, 2007, we are no longer subject to income tax.
    The provision for income taxes shown herein for 2007 reflects
    the provision through September 30, 2007. Subsequent to the
    conversion to a general partnership on October 1, 2007, all
    deferred income taxes were eliminated and we no longer provide
    for income taxes.   88




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 7.
    Financial
    Instruments  Disclosures
    About the Fair Value of Financial Instruments
    Cash, cash equivalents and advances to
    affiliate
  Long-term debt
  Note 8.
    Transactions
    with Major Customers and Affiliates  Concentration
    of Off-Balance Sheet and Other Credit Risk
    Years Ended December 31,2008

2007


2006(Thousands of dollars)Puget Sound Energy, Inc.

$89,988

$
85,059


$
64,428Northwest Natural Gas Co.

(a)


48,648



35,242     (a)
    
    Under 10 percent in 2008.    Related
    Party Transactions
     89




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Note 9.
    Asset
    Retirement Obligations      2008


2007Beginning balance

$
50,423


$
48,020Accretion


4,341



3,673New obligations


116



1,912Obligations transferred to an affiliate






(1,996
)Changes in estimates of existing obligations


27,790



(1,186
)Obligation settled


(4
)


Ending Balance

$
82,666


$
50,423     Note 10.
    Regulatory
    Assets and Liabilities   90




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007(Thousands of dollars)Current regulatory assets  environmental costs

$
2,200


$
2,200Non-current regulatory assetsEnvironmental costs


5,790



4,841Grossed-up
    deferred taxes on equity funds used during construction


19,234



20,122Levelized incremental depreciation


28,397



25,780Asset retirement obligations, net


1,189



Other postemployment benefits


972



1,329Total non-current regulatory assets


55,582



52,072Total regulatory assets

$
57,782


$
54,272Non-current regulatory liabilitiesAsset retirement obligations, net

$



$
10Postretirement benefits


2,888



17,806Total regulatory liabilities

$
2,888


$
17,816   Note 11.
    Accumulated
    Other Comprehensive Loss    2008


2007(Thousands of dollars)Cash flow hedges

$
462


$
523Pension Benefits


(60,098
)


(20,668
)Accumulated other comprehensive loss before taxes


(59,636
)


(20,145
)Deferred income taxes






Total accumulated other comprehensive loss

$
(59,636
)

$
(20,145
)   Note 12.
    Quarterly
    Information (Unaudited)    Quarter of 2008First


Second


Third


Fourth(Thousands of dollars)Operating revenues

$
107,405


$
106,450


$
108,452


$
112,457Operating income


49,166



46,676



53,042



52,294Net income


38,158



35,685



41,236



40,292   91




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarter of 2007First


Second


Third


Fourth(Thousands of dollars)Operating revenues

$
103,043


$
102,655


$
106,364


$
109,789Operating income


49,317



64,456



49,980



46,976Net income


23,357



37,387



33,092



345,890    92




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A(T).
    Controls
    and Procedures  Disclosure
    Controls and Procedures
      Managements
    Annual Report on Internal Control over Financial
    Reporting
    Changes
    in Internal Controls Over Financial Reporting
    Item 9B.
    Other
    Information   93




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance      day-to-day
        Name

Age

Position with Williams Pipeline GP LLCSteven J. Malcolm


60


Chairman of the Board and Chief Executive OfficerDonald R. Chappel


57


Chief Financial Officer and DirectorPhillip D. Wright


53


Chief Operating Officer and DirectorJames J. Bender


52


General CounselRodney J. Sailor


50


Treasurer and DirectorH. Brent Austin


54


DirectorStephen C. Beasley


57


DirectorEmmitt C. House


59


Director     Steven J. Malcolm
  Donald R. Chappel
  Phillip D. Wright
 94




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##### Table of Contents



James J. Bender
  Rodney J. Sailor
  H. Brent Austin
  Stephen C. Beasley
  Emmitt C. House
  Governance
    Director
    Independence
    www.williamspipelinepartners.com
 95




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##### Table of Contents




    the director, or an immediate family member of the director, has
    received during any 12 month period within the last three
    years more than $120,000 per year in direct compensation from
    our general partner, us, or any parent or subsidiary in a
    consolidated group with such entities (collectively, the
    Partnership Group), other than board and committee
    fees and pension or other forms of deferred compensation for
    prior service (provided such compensation is not contingent in
    any way on continued service). Neither compensation received by
    a director for former service as an interim chairman or chief
    executive officer or other executive officer nor compensation
    received by an immediate family member for service as an
    employee (other than executive officer) of the Partnership Group
    will be considered in determining independence under this
    standard.
    the director is a current employee, or has an immediate family
    member who is an executive officer, of another company that has
    made payments to, or received payments from, the Partnership
    Group for property or services in an amount which, in any of the
    last three fiscal years, exceeds the greater of
    $1.0 million, or 2 percent of the other companys
    consolidated gross annual revenues. Contributions to tax exempt
    organizations are not considered payments for
    purposes of this standard.
    the director is, or has been within the last three years, an
    employee of the Partnership Group, or an immediate family member
    is, or has been within the last three years, an executive
    officer, of the Partnership Group. Employment as an interim
    chairman or chief executive officer or other executive officer
    will not disqualify a director from being considered independent
    following that employment.
    (a) the director is (i) a current partner of the
    internal or external auditor of the Partnership Group, or
    (ii) was within the last three years a partner or employee
    of the internal or external auditor for the Partnership Group
    and personally worked on an audit for the Partnership Group
    within that time; or (b) an immediate family member of the
    director (i) is a current partner of the internal or
    external auditor of the Partnership Group; (ii) is a
    current employee of the internal or external auditor for the
    Partnership Group and personally works on an audit for the
    Partnership Group, or (iii) was within the last three years
    a partner or employee of the internal or external auditor of the
    Partnership Group and personally worked on an audit for the
    Partnership Group within that time
    if the director or an immediate family member is, or has been
    within the last three years, employed as an executive officer of
    another company where any of the Partnership Groups
    present executive officers serves or served on the compensation
    committee at the same time.
    if the board of directors determines that a discretionary
    contribution made by any member of the Partnership Group to a
    non-profit organization with which a director, or a
    directors spouse, has a relationship, impacts the
    directors independence.     96




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##### Table of Contents



Meeting
    Attendance and Preparation
    Executive
    Sessions of Non-Management Directors
    Communications
    with Directors
  www.williamspipelinepartners.com.
    c/o Williams
    c/o Williams
  Board
    Committees
    Board
    Committee Membership
  Audit

ConflictsCommittee

CommitteeH. Brent Austin



üStephen C. Beasley

ü

Emmitt C. House

ü

ü     ü

=

committee member

=

chairperson   Audit
    Committee
   97




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##### Table of Contents



Conflicts
    Committee
    Code
    of Business Conduct and Ethics
  www.williamspipelinepartners.com www.williamspipelinepartners.com
  Internet
    Access to Governance Documents
  www.williamspipelinepartners.com
  Section 16(a)
    Beneficial Ownership Reporting Compliance
    Transfer
    Agent and Registrar
    02940-3069  (781) 575-2879 (877) 498-8861  (800) 952-9245
 98




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##### Table of Contents



CEO/CFO
    Certifications
   99




---



##### Table of Contents



REPORT OF
    THE AUDIT COMMITTEE
    
    reviewed and discussed the audited financial statements in this
    annual report on Form
    10-K with
    management, including a discussion of the quality, not just the
    acceptability, of the accounting principles, the reasonableness
    of significant judgments and the clarity of disclosures in the
    financial statements;
    reviewed with Ernst & Young LLP, the independent
    auditors, who are responsible for expressing an opinion on the
    conformity of those audited financial statements with generally
    accepted accounting principles, their judgments as to the
    quality and acceptability of Williams Pipeline Partners
    L.P.s accounting principles and such other matters as are
    required to be discussed with the audit committee under
    generally accepted auditing standards;
    received the written disclosures and the letter from
    Ernst & Young LLP required by applicable requirements
    of the Public Company Accounting Oversight Board regarding the
    independent accountants communications with the audit
    committee concerning independence, and discussed with
    Ernst & Young LLP its independence;
    discussed with Ernst & Young LLP the matters required
    to be discussed by the statement on Auditing Standards
    No. 61, as amended, as adopted by the Public Company
    Accounting Oversight Board in Rule 3200T;
    discussed with Williams Pipeline Partners L.P.s internal
    auditors and Ernst & Young LLP the overall scope and
    plans for their respective audits. The audit committee meets
    with the internal auditors and Ernst & Young LLP, with
    and without management present, to discuss the results of their
    examinations, their evaluations of Williams Pipeline Partners
    L.P.s internal controls and the overall quality of
    Williams Pipeline Partners L.P.s financial reporting;
    based on the foregoing reviews and discussions, recommended to
    the board of directors that the audited financial statements be
    included in the annual report on
    Form 10-K
    for the year ended December 31, 2008, for filing with the
    SEC; and
    approved the selection and appointment of Ernst &
    Young LLP to serve as Williams Pipeline Partners L.P.s
    independent auditors.    
    H. Brent Austin, Chair
    Stephen C. Beasley
    Emmitt C. House   100




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##### Table of Contents



Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  www.sec.gov www.williams.com
  Executive
    Compensation
    http://www.sec.gov http:/www.williams.com
  Employment
    Agreements
    Compensation
    Committee Interlocks and Insider Participation
   101




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##### Table of Contents



Board
    Report on Compensation
  Form 10-K.
     
  Compensation
    of Directors
           102




---



##### Table of Contents



Fees Earned or Paid





All OtherName

in Cash


Unit Awards(1)


Compensation


TotalH. Brent Austin(2)

$
28,333.33


$
12,779.58






$
41,112.91Stephen C. Beasley(3)


62,500.00



50,000.00







112,500.00Emmitt C. House(4)


60,000.00



50,000.00







110,000.00     (1)
    
    Awards were granted under the Williams Pipeline GP LLC Long-Term
    Incentive Plan. Awards are in the form of restricted units and
    are shown using a dollar value equal to the 2008 compensation
    expense computed in accordance with the Statement of Financial
    Accounting Standards No. 123(R). Cash distributions are
    paid on these restricted units at the same time and same rate as
    distributions paid to our unitholders. For 2008, all
    non-employee Directors received a one-time grant of Restricted
    Units valued at $25,000 on the date of election to the Board.(2)
    
    Mr. Austin was elected as a non-employee Director on
    October 1, 2008. Per the Companys Director
    Compensation Policy, Mr. Austin received a pro-rated annual
    compensation package on January 24, 2009 for his service on
    the Board in 2008. The grant date fair value for the 2008
    restricted units for Mr. Austin is $25,002.78. At fiscal
    year end, Mr. Austin had an aggregate of 1,762 restricted
    units outstanding.(3)
    
    Mr. Beasley received a payment for $2,500 in 2008 for
    attendance of two qualifying conflicts committee meetings. The
    grant date fair value for the 2008 restricted units for
    Mr. Beasley is $50,000. At fiscal year end,
    Mr. Beasley has no restricted units outstanding.(4)
    
    The grant date fair value for the 2008 restricted units for
    Mr. House is $50,000. At fiscal year end, Mr. House
    has no restricted units outstanding.    Long-Term
    Incentive Plan
      Restricted
    Units
     103




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    
    each person known by us to be a beneficial owner of more than
    5 percent of the then outstanding units;
    each of the directors of our general partner;
    each of the named executive officers of our general partner; and
    all directors and executive officers of our general partner as a
    group.      74172-0172.
  Percentage of





Percentage of


Percentage ofCommon


Common


Subordinated


Subordinated


TotalUnits


Units to be


Units to be


Units to be


Units to beBeneficially


Beneficially


Beneficially


Beneficially


BeneficiallyName of Beneficial Owner

Owned


Owned


Owned


Owned


OwnedTortoise Capital Advisors, L.L.C.(1)


1,887,575



8
%










8
%Williams Pipeline GP LLC(2)


4,700,668



20.79
%


10,957,900



100
%


45.72
%Steven J. Malcolm


10,000



*











*Donald R. Chappel


10,000



*











*James J. Bender


10,000



*











*Phillip D. Wright


10,100



*











*Rodney J. Sailor


500



*











*H. Brent Austin


0



*











*Stephen C. Beasley


17,500



*











*Emmitt C. House


4,000



*











*All executive officers and directors as a group (8 persons)


62,100



*











*     *
    
    Less than 1 percent. 104




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##### Table of Contents



(1)
    
    Based solely on the Schedule 13G filed with the SEC on
    February 12, 2009, Tortoise Capital Advisors, L.L.C.,
    located at 11550 Ash Street, Suite 300, Leawood, Kansas
    66211, (Tortoise), an investment advisor, as defined
    in section 240.13(d)(b)(1)(ii)(E), may be deemed the
    beneficial owner of 1,887,575 common units owned by investment
    companies for which it acts as an investment advisor. The
    Schedule 13G notes that Tortoise has shared voting power of
    1,689,285 beneficially owned common units and shared investment
    power of 1,887,575.(2)
    
    Williams Pipeline GP LLC is a wholly owned subsidiary of The
    Williams Companies, Inc., the common stock of which is listed on
    the NYSE under the symbol WMB. The Williams
    Companies, Inc. files information with or furnishes information
    to the SEC pursuant to the information requirements of the
    Securities Exchange Act of 1934.    Shares of


Shares





Percentage ofCommon


Underlying


Total Shares


Total SharesStock


Options


of Common


of CommonOwned


Exercisable


Stock


StockDirectly or


Within


Beneficially


BeneficiallyName of Beneficial Owner

Indirectly(1)


60 Days(2)


Owned


Owned(3)Steven J. Malcolm


904,524



1,917,876



2,822,400




*Donald R. Chappel


290,567



396,145



686,712




*James J. Bender


137,900



123,670



261,570




*Phillip D. Wright


273,755



360,965



634,720




*Rodney J. Sailor


33,613



53,530



87,143




*H. Brent Austin


0



0



0




*Stephen C. Beasley


0



0



0




*Emmitt C. House


0



0



0




*All directors and executive officers as a group (8 persons)


1,640,359



2,852,186



4,492,545




*     *
    
    Less than 1 percent.(1)
    
    Includes shares held under the terms of incentive and investment
    plans as follows: Mr. Malcolm, 46,680 shares in The
    Williams Companies Investment Plus Plan, 292,192 restricted
    stock units and 565,652 beneficially owned shares;
    Mr. Chappel, 171,433 restricted stock units and 119,134
    beneficially owned shares; Mr. Bender, 2,800 shares
    owned by children, 101,538 restricted stock units and 33,562
    beneficially owned shares; Mr. Wright, 15,421 shares
    in The Williams Companies Investment Plus Plan, 107,259
    restricted stock units and 151,075 beneficially owned shares;
    and Mr. Sailor, 6,241 shares in The Williams Companies
    Investment Plus Plan, 25,671 restricted stock units and 1,701
    beneficially owned shares. Restricted stock units do not provide
    the holder with voting or investment power.(2)
    
    The shares indicated represent stock options granted under
    Williams current or previous stock option plans, which are
    currently exercisable or which will become exercisable within
    60 days of February 19, 2009. Shares subject to
    options cannot be voted.(3)
    
    Based on 579,213,365 shares outstanding as of
    February 19, 2009. 105




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##### Table of Contents



Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of SecuritiesRemaining AvailableNumber of Securities


Weighted-Average


for Future Issuanceto be Issued Upon


Exercise Price of


Under EquityExercise of Outstanding


Outstanding


Compensation PlanOptions, Warrants


Options, Warrants


(Excluding SecuritiesPlan category

and Rights(a)


and Rights(b)


Reflected in Column(a))(c)Equity compensation plans approved by security holders










Equity compensation plans not approved by security holders










1,993,238Total



(1)






1,993,238     (1)
    
    1,762 unvested restricted units granted pursuant to the Williams
    Pipeline GP LLC Long-Term Incentive Plan as of December 31,
    2008. All of these restricted units will vest on March 29,
    2009. No value is shown in column (b) of the table because
    the restricted units do not have an exercise price. To date, the
    only grants under the plan have been grants of restricted units.  Item 13.
    Certain
    Relationships and Related Transactions    Distributions
    and Payments to Our General Partner and Its Affiliates
    Formation
    Stage
  The contribution by our general partner of the asset to us
    
     19.1 percent ownership interest in NorthwestThe consideration received by our general partner for the
    contribution of the asset to us
    
     6,350,668 common units
     10,957,900 subordinated units
     684,869 general partner units representing a
    2 percent general partner interest and the incentive
    distribution rightsThe interest in Northwest purchased by us using proceeds of our
    initial public offering
    
    15.9 percent ownership interest in NorthwestThe consideration paid by us for purchase of an interest in
    Northwest using proceeds from our initial public offering
    
    $300.9 million. 106




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##### Table of Contents



Funds received by our general partner as consideration for the
    redemption of 1,650,000 common units upon exercise by the
    underwriters in the initial public offering of their option to
    purchase additional common units to cover over-allotments
    
    $31.0 million.  Operational
    Stage
  Distributions of available cash to our general partner
    
    We will generally make cash distributions 98 percent to
    unitholders, including our general partner as the holder of
    4,700,668 common units and all of the subordinated units, and
    the remaining 2 percent to our general partner. In
    addition, if distributions exceed the minimum quarterly
    distribution and other higher target levels, our general partner
    will be entitled to increasing percentages of the distributions,
    up to 50 percent of the distributions above the highest
    target level.Payments to our general partner and its affiliates
    
    Our general partner does not receive a management fee or other
    compensation for the management of our partnership. Our general
    partner and its affiliates are reimbursed, however, for all
    direct and indirect expenses incurred on our behalf. Our general
    partner determines the amount of these expenses. In addition, we
    will reimburse our general partner and its affiliates for the
    payment of certain operating expenses and for the provision of
    various general and administrative services for our benefit. For
    further information regarding the administrative fee, please
    read  Omnibus Agreement 
    Reimbursement of Operating and General and Administrative
    Expense.Withdrawal or removal of our general partner
    
    If our general partner withdraws or is removed, its general
    partner interest and its incentive distribution rights will
    either be sold to the new general partner for cash or converted
    into common units, in each case for an amount equal to the fair
    market value of those interests. Please read The
    Partnership Agreement  Withdrawal or Removal of Our
    General Partner.Liquidation StageLiquidation
    
    Upon our liquidation, the partners, including our general
    partner, will be entitled to receive liquidating distributions
    according to their particular capital account balances.  Reimbursement
    of Expenses of Our General Partner
     107




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##### Table of Contents



http://www.sec.gov http://www.williams.com
  Agreements
    Governing the Transactions
    Omnibus
    Agreement
    
    reimbursement of certain operating and general and
    administrative expenses;
    indemnification for certain environmental contingencies, tax
    contingencies, and
    right-of-way
    defects; and
    a license for the use of certain intellectual property.  Reimbursement
    of Operating and General and Administrative Expense
    Indemnification
   108




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##### Table of Contents



and/or
    Intellectual
    Property License
    Amendments
    Competition
    Contracts
    with Affiliates
  Northwest
    General Partnership Agreement
  General.
  provided
   109




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##### Table of Contents



Governance.
      
    the liquidation, dissolution or winding up of Northwest or
    making any bankruptcy filing;
    the issuance, incurrence, assumption or guarantee of any
    indebtedness or the pledge of any of Northwests assets;
    filing or resolving a Section 4 general rate case
    proceeding under the Natural Gas Act or any other proceeding or
    controversy at FERC or an appeal of a FERC order, the outcome of
    which would cause (A) Northwest to have reduced revenue of,
    or pay penalties, refunds or interest in excess of,
    $50 million, or (B) Northwest to agree to any criminal
    penalty;
    any amendment of the Northwest partnership agreement;
    any distributions to Northwests partners, other than the
    distributions of available cash to be made at least quarterly as
    described below;
    the admission of any person as a partner (other than a permitted
    transferee of a partner) or the issuance of any partnership
    interests or other equity interests of Northwest or any
    withdrawal by any partner from the partnership;
    the transfer, redemption, repurchase or other acquisition of
    interests in Northwest;
    the disposition of substantially all of the assets of Northwest
    or any portion of such assets with a value exceeding
    $20 million;
    any merger or consolidation of Northwest with another person or
    any conversion or reorganization of Northwest;
    entering into any activity or business that may generate income
    that may not be qualifying income under
    Section 7704 of the Internal Revenue Code;
    the approval of Northwests budget;
    the approval of a transfer by a partner of its interest in
    Northwest; and
    any amendment to the administrative services agreement to which
    Northwest is a party.  Quarterly Cash Distributions. plus
 110




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##### Table of Contents



less
  Capital Calls to the Partners.
  Restrictions on Transfer of Interests in
    Northwest.
  Profit and Loss Allocations.
  Agreement with Regard to CHC Project.
  Working
    Capital Agreement
  365-day
  Williams
    Cash Management Program
    Northwests
    Related Party Agreements and Related Transactions
     111




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##### Table of Contents



Review,
    Approval or Ratification of Transactions with Related
    Persons
        
    approved by the conflicts committee, although our general
    partner is not obligated to seek such approval;
    approved by the vote of a majority of the outstanding common
    units, excluding any common units owned by our general partner
    or any of its affiliates;
    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or
    fair and reasonable to us, taking into account the totality of
    the relationships between the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us.   112




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##### Table of Contents



Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services    Years Ended December 31,2008


2007(Thousands of dollars)Audit Fees

$
248


$
695Audit-Related Fees






Tax Fees






All Other Fees






$
248


$
695   Form 10-Q,
   113




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##### 



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules       
 PageWilliams Pipeline Partners L.P.Consolidated Statements of Income for the years
    ended December 31, 2008, 2007, and 2006


59Consolidated Balance Sheets at December 31,
    2008 and 2007


60Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


61Consolidated Statement of Partners Capital
    for the years ended December 31, 2008, 2007 and 2006


62Notes to Consolidated Financial Statements


63Northwest Pipeline GPConsolidated Statements of Income for the years
    ended December 31, 2008, 2007 and 2006


71Consolidated Balance Sheets at December 31,
    2008 and 2007


72Consolidated Statements of Owners Equity
    for the years ended December 31, 2008, 2007 and 2006


73Consolidated Statements of Comprehensive Income
    for the years ended December 31, 2008, 2007 and 2006


74Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


75Notes to Consolidated Financial Statements


76      3 and (b). The exhibits listed below are furnished
    or filed as part of this annual report:
    INDEX TO
    EXHIBITS
  ExhibitNumber

Description3
.1

Certificate of Limited Partnership of Williams Pipeline Partners
    L.P. (filed on September 12, 2007 as Exhibit 3.1 to
    Williams Pipeline Partners L.P.s Registration Statement on
    Form S-1
    (File
    No. 333-146015)
    and incorporated herein by reference).3
.2

First Amended and Restated Agreement of Limited Partnership of
    Williams Pipeline Partners L.P., dated January 24, 2008
    (filed on January 30, 2008 as Exhibit 3.1 to Williams
    Pipeline Partners L.P.s
    Form 8-K
    (File
    No. 001-33917)
    and incorporated herein by reference).3
.3

Certificate of Formation of Williams Pipeline GP LLC (filed on
    September 12, 2007 as Exhibit 3.3 to Williams Pipeline
    Partners L.P.s Registration Statement on
    Form S-1
    (File
    No. 333-146015)
    and incorporated herein by reference).3
.4

First Amended and Restated Limited Liability Company Agreement
    of Williams Pipeline GP LLC, dated January 24, 2008 (filed
    on January 30, 2008 as Exhibit 3.2 to Williams
    Pipeline Partners L.P.
    Form 8-K
    (File
    No. 001-33917)
    and incorporated herein by reference). 114




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##### Table of Contents



ExhibitNumber

Description4
.1

Form of Senior Indenture, dated November 30, 1995, between
    Northwest Pipeline and Chemical Bank, relating to Northwest
    Pipelines 7.125% Debentures, due 2025 (filed on
    September 14, 1995 as Exhibit 4.1 to Northwest
    Pipelines Registration Statement on
    Form S-3
    (File
    No. 033-62639)
    and incorporated herein by reference).4
.2

Indenture dated June 22, 2006, between Northwest Pipeline
    Corporation and JPMorgan Chase Bank, N.A. (filed on
    June 23, 2006 as Exhibit 4.1 to Northwest Pipeline
    GPs Report on
    Form 8-K
    (File
    No. 001-07414)
    and incorporated herein by reference).4
.3

Indenture, dated April 5, 2007, between Northwest Pipeline
    Corporation and The Bank of New York (filed on April 6,
    2007 as Exhibit 4.1 to Northwest Pipeline GPs Report
    on
    Form 8-K
    (File
    No. 001-07414)
    and incorporated herein by reference).4
.4

Indenture, dated May 22, 2008, between Northwest Pipeline
    GP and The Bank of New York Trust Company, N.A., as Trustee
    (filed as exhibit 4.1 to Northwest Pipeline GPs
    Form 8-K,
    filed May 23, 2008).10
.1

Contribution, Conveyance and Assumption Agreement, dated
    January 24, 2008, by and among Williams Pipeline Partners
    L.P., Williams Pipeline Operating LLC, WPP Merger LLC, Williams
    Pipeline Partners Holdings LLC, Northwest Pipeline GP, Williams
    Pipeline GP LLC, Williams Gas Pipeline Company, LLC, WGPC
    Holdings LLC and Williams Pipeline Services Company (filed on
    January 30, 2008 as Exhibit 10.2 to Williams Pipeline
    Partners L.P.s
    Form 8-K
    (File
    No. 001-33917)
    and incorporated herein by reference).10
.2

Omnibus Agreement, dated January 24, 2008, among Williams
    Gas Pipeline Company, LLC, Williams Pipeline GP LLC, Williams
    Pipeline Operating LLC, Williams Pipeline Partners Holdings LLC
    and The Williams Companies, Inc. (filed on January 30, 2008
    as Exhibit 10.3 to Williams Pipeline Partners L.P.s
    Form 8-K
    (File
    No. 001-33917)
    and incorporated herein by reference).10
.3

General Partnership Agreement of Northwest Pipeline GP, dated
    October 1, 2007, between WGPC Holdings LLC and Williams
    Pipeline Partners Holdings LLC (filed on October 2, 2007 as
    Exhibit 3.2 to Northwest Pipeline GPs Current Report
    on
    Form 8-K
    (File
    No. 001-07414)
    and incorporated herein by reference).10
.4

Form of Operating Agreement, dated July 1, 1991, between
    Northwest Pipeline and Williams Field Services Company (filed on
    March 26, 1992 as Exhibit 10(c)(9) to Northwest
    Pipelines Report on
    Form 10-K
    (File
    No. 001-07414)
    and incorporated herein by reference).10
.5

Long Term Incentive Plan (filed on October 29, 2007 as
    Exhibit 10.5 to Amendment No. 1 to Williams Pipeline
    Partners L.P.s Registration Statement on
    Form S-1
    (File
    No. 333-146015)
    and incorporated herein by reference).10
.6*

Amendment No. 1 to the Williams Pipeline GP LLC Long-Term
    Incentive Plan, dated December 3, 2008.10
.7*

Williams Pipeline GP LLC Long-Term Incentive Plan Form of
    Restricted Unit Grant Agreement for Non-Employee Directors.10
.8*

Williams Pipeline GP LLC Director Compensation Policy, dated
    January 23, 2009.10
.9

Form of Transfer Agreement, dated July 1, 1991, between
    Northwest Pipeline and Gas Processing (filed on March 26,
    1992 as Exhibit 10(c)(8) to Northwest Pipelines
    Report on
    Form 10-K
    (File
    No. 001-07414)
    and incorporated herein by reference).10
.10

Working Capital Loan Agreement (filed on October 29, 2007
    as Exhibit 10.7 to Amendment No. 1 to Williams
    Pipeline Partners L.P.s Registration Statement on
    Form S-1
    (File
    No. 333-146015)
    and incorporated herein by reference).10
.11

Credit Agreement, dated May 1, 2006, among The Williams
    Companies, Inc., Northwest Pipeline Corporation,
    Transcontinental Gas Pipe Line Corporation, and Williams
    Partners L.P., as Borrowers, and Citibank, N.A., as
    Administrative Agent (filed on May 1, 2006 as
    Exhibit 10.1 to The Williams Companies, Inc.s Report
    on
    Form 8-K
    (File
    No. 001-04174)
    and incorporated herein by reference). 115




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##### Table of Contents



ExhibitNumber

Description10
.12

Amendment Agreement, dated May 9, 2007, among The Williams
    Companies, Inc., Williams Partners L.P., Northwest Pipeline
    Corporation, Transcontinental Gas Pipe Line Corporation, certain
    banks, financial institutions and other institutional lenders
    and Citibank, N.A., as Administrative Agent (filed on
    May 15, 2007 as Exhibit 10.1 to The Williams
    Companies, Inc.s Report on
    Form 8-K
    (File
    No. 001-04174)
    and incorporated herein by reference).10
.13

Amendment Agreement, dated November 21, 2007, among The
    Williams Companies, Inc., Williams Partners L.P., Northwest
    Pipeline GP, Transcontinental Gas Pipe Line Corporation, certain
    banks, financial institutions and other institutional lenders
    and Citibank, N.A., as Administrative Agent (filed on
    November 28, 2007 as Exhibit 10.1 to The Williams
    Companies, Inc.s Report on
    Form 8-K
    (File
    No. 001-04174)
    and incorporated herein by reference).10
.14

Administrative Services Agreement between Northwest Pipeline
    Services LLC and Northwest Pipeline GP, dated October 1,
    2007 (filed on January 30, 2008 as Exhibit 10.1 to
    Williams Pipeline Partners L.P.s
    Form 8-K
    (File
    No. 001-33917)
    and incorporated herein by reference).10
.15

First Amended and Restated General Partnership Agreement of
    Northwest Pipeline GP, dated January 24, 2008 (filed on
    January 30, 2008 as Exhibit 10.4 to Williams Pipeline
    Partners L.P.s
    Form 8-K
    (File
    No. 001-33917)
    and incorporated herein by reference).21
.1*

List of subsidiaries of Williams Pipeline Partners L.P.23
.1*

Consent of Independent Registered Public Accounting Firm, Ernst
    & Young LLP31
.1*

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer.31
.2*

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer.32
*

Section 1350 Certifications of Chief Executive Officer and
    Chief Financial Officer.99
.1*

Williams Pipeline GP LLC Financial Statements.     *
    
    Filed herewith 116




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##### Table of Contents



SIGNATURES
    
  By:
    Williams Pipeline GP LLC, 
    Its general partnerBy:
    /s/  Ted
    T. Timmermans Chief Accounting Officer
      Signature

Title

Date/s/  Steven
    J. MalcolmSteven
    J. Malcolm

Chief Executive Officer and Chairman of the Board (Principal
    Executive Officer)

February 26, 2009/s/  Donald
    R. ChappelDonald
    R. Chappel

Chief Financial Officer and Director (Principal Financial
    Officer)

February 26, 2009/s/  Ted
    T. TimmermansTed
    T. Timmermans

Chief Accounting Officer (Principal Accounting Officer)

February 26, 2009/s/  H.
    Brent AustinH.
    Brent Austin

Director

February 26, 2009/s/  Stephen
    C. BeasleyStephen
    C. Beasley

Director

February 26, 2009/s/  Emmitt
    C. HouseEmmitt
    C. House

Director

February 26, 2009/s/  Rodney
    J. SailorRodney
    J. Sailor

Treasurer and Director

February 26, 2009/s/  Phillip
    D. WrightPhillip
    D. Wright

Chief Operating Officer and Director

February 26, 2009  117




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber

Description3
.1

Certificate of Limited Partnership of Williams Pipeline Partners
    L.P. (filed on September 12, 2007 as Exhibit 3.1 to
    Williams Pipeline Partners L.P.s Registration Statement on
    Form S-1
    (File
    No. 333-146015)
    and incorporated herein by reference).3
.2

First Amended and Restated Agreement of Limited Partnership of
    Williams Pipeline Partners L.P., dated January 24, 2008
    (filed on January 30, 2008 as Exhibit 3.1 to Williams
    Pipeline Partners L.P.s
    Form 8-K
    (File
    No. 001-33917)
    and incorporated herein by reference).3
.3

Certificate of Formation of Williams Pipeline GP LLC (filed on
    September 12, 2007 as Exhibit 3.3 to Williams Pipeline
    Partners L.P.s Registration Statement on
    Form S-1
    (File
    No. 333-146015)
    and incorporated herein by reference).3
.4

First Amended and Restated Limited Liability Company Agreement
    of Williams Pipeline GP LLC, dated January 24, 2008 (filed
    on January 30, 2008 as Exhibit 3.2 to Williams
    Pipeline Partners L.P.
    Form 8-K
    (File
    No. 001-33917)
    and incorporated herein by reference).4
.1

Form of Senior Indenture, dated November 30, 1995, between
    Northwest Pipeline and Chemical Bank, relating to Northwest
    Pipelines 7.125% Debentures, due 2025 (filed on
    September 14, 1995 as Exhibit 4.1 to Northwest
    Pipelines Registration Statement on
    Form S-3
    (File
    No. 033-62639)
    and incorporated herein by reference).4
.2

Indenture dated June 22, 2006, between Northwest Pipeline
    Corporation and JPMorgan Chase Bank, N.A. (filed on
    June 23, 2006 as Exhibit 4.1 to Northwest Pipeline
    GPs Report on
    Form 8-K
    (File
    No. 001-07414)
    and incorporated herein by reference).4
.3

Indenture, dated April 5, 2007, between Northwest Pipeline
    Corporation and The Bank of New York (filed on April 6,
    2007 as Exhibit 4.1 to Northwest Pipeline GPs Report
    on
    Form 8-K
    (File
    No. 001-07414)
    and incorporated herein by reference).4
.4

Indenture, dated May 22, 2008, between Northwest Pipeline
    GP and The Bank of New York Trust Company, N.A., as Trustee
    (filed as exhibit 4.1 to Northwest Pipeline GPs
    Form 8-K,
    filed May 23, 2008).10
.1

Contribution, Conveyance and Assumption Agreement, dated
    January 24, 2008, by and among Williams Pipeline Partners
    L.P., Williams Pipeline Operating LLC, WPP Merger LLC, Williams
    Pipeline Partners Holdings LLC, Northwest Pipeline GP, Williams
    Pipeline GP LLC, Williams Gas Pipeline Company, LLC, WGPC
    Holdings LLC and Williams Pipeline Services Company (filed on
    January 30, 2008 as Exhibit 10.2 to Williams Pipeline
    Partners L.P.s
    Form 8-K
    (File
    No. 001-33917)
    and incorporated herein by reference).10
.2

Omnibus Agreement, dated January 24, 2008, among Williams
    Gas Pipeline Company, LLC, Williams Pipeline GP LLC, Williams
    Pipeline Operating LLC, Williams Pipeline Partners Holdings LLC
    and The Williams Companies, Inc. (filed on January 30, 2008
    as Exhibit 10.3 to Williams Pipeline Partners L.P.s
    Form 8-K
    (File
    No. 001-33917)
    and incorporated herein by reference).10
.3

General Partnership Agreement of Northwest Pipeline GP, dated
    October 1, 2007, between WGPC Holdings LLC and Williams
    Pipeline Partners Holdings LLC (filed on October 2, 2007 as
    Exhibit 3.2 to Northwest Pipeline GPs Current Report
    on
    Form 8-K
    (File
    No. 001-07414)
    and incorporated herein by reference).10
.4

Form of Operating Agreement, dated July 1, 1991, between
    Northwest Pipeline and Williams Field Services Company (filed on
    March 26, 1992 as Exhibit 10(c)(9) to Northwest
    Pipelines Report on
    Form 10-K
    (File
    No. 001-07414)
    and incorporated herein by reference).10
.5

Long Term Incentive Plan (filed on October 29, 2007 as
    Exhibit 10.5 to Amendment No. 1 to Williams Pipeline
    Partners L.P.s Registration Statement on
    Form S-1
    (File
    No. 333-146015)
    and incorporated herein by reference).10
.6*

Amendment No. 1 to the Williams Pipeline GP LLC Long-Term
    Incentive Plan, dated December 3, 2008.10
.7*

Williams Pipeline GP LLC Long-Term Incentive Plan Form of
    Restricted Unit Grant Agreement for Non-Employee Directors.10
.8*

Williams Pipeline GP LLC Director Compensation Policy, dated
    January 23, 2009. 118




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##### Table of Contents



ExhibitNumber

Description10
.9

Form of Transfer Agreement, dated July 1, 1991, between
    Northwest Pipeline and Gas Processing (filed on March 26,
    1992 as Exhibit 10(c)(8) to Northwest Pipelines
    Report on
    Form 10-K
    (File
    No. 001-07414)
    and incorporated herein by reference).10
.10

Working Capital Loan Agreement (filed on October 29, 2007
    as Exhibit 10.7 to Amendment No. 1 to Williams
    Pipeline Partners L.P.s Registration Statement on
    Form S-1
    (File
    No. 333-146015)
    and incorporated herein by reference).10
.11

Credit Agreement, dated May 1, 2006, among The Williams
    Companies, Inc., Northwest Pipeline Corporation,
    Transcontinental Gas Pipe Line Corporation, and Williams
    Partners L.P., as Borrowers, and Citibank, N.A., as
    Administrative Agent (filed on May 1, 2006 as
    Exhibit 10.1 to The Williams Companies, Inc.s Report
    on
    Form 8-K
    (File
    No. 001-04174)
    and incorporated herein by reference).10
.12

Amendment Agreement, dated May 9, 2007, among The Williams
    Companies, Inc., Williams Partners L.P., Northwest Pipeline
    Corporation, Transcontinental Gas Pipe Line Corporation, certain
    banks, financial institutions and other institutional lenders
    and Citibank, N.A., as Administrative Agent (filed on
    May 15, 2007 as Exhibit 10.1 to The Williams
    Companies, Inc.s Report on
    Form 8-K
    (File
    No. 001-04174)
    and incorporated herein by reference).10
.13

Amendment Agreement, dated November 21, 2007, among The
    Williams Companies, Inc., Williams Partners L.P., Northwest
    Pipeline GP, Transcontinental Gas Pipe Line Corporation, certain
    banks, financial institutions and other institutional lenders
    and Citibank, N.A., as Administrative Agent (filed on
    November 28, 2007 as Exhibit 10.1 to The Williams
    Companies, Inc.s Report on
    Form 8-K
    (File
    No. 001-04174)
    and incorporated herein by reference).10
.14

Administrative Services Agreement between Northwest Pipeline
    Services LLC and Northwest Pipeline GP, dated October 1,
    2007 (filed on January 30, 2008 as Exhibit 10.1 to
    Williams Pipeline Partners L.P.s
    Form 8-K
    (File
    No. 001-33917)
    and incorporated herein by reference).10
.15

First Amended and Restated General Partnership Agreement of
    Northwest Pipeline GP, dated January 24, 2008 (filed on
    January 30, 2008 as Exhibit 10.4 to Williams Pipeline
    Partners L.P.s
    Form 8-K
    (File
    No. 001-33917)
    and incorporated herein by reference).10
.16

Registration Rights Agreement, dated as of April 5, 2007,
    among Northwest Pipeline Corporation and Greenwich Capital
    Markets, Inc. and Banc of America Securities LLC, acting on
    behalf of themselves and the several initial purchasers listed
    on Schedule I thereto (Exhibit 10.1 to Northwest
    report on
    Form 8-K,
    No. 1-7414,
    filed April 6, 2007).10
.17

Registration Rights Agreement, dated as of May 22, 2008,
    among Northwest Pipeline GP and Banc of America Securities LLC,
    BNP Paribas Securities Corp., and Greenwich Capital Markets,
    Inc., acting on behalf of themselves and the several initial
    purchasers listed on Schedule I thereto (filed as
    Exhibit 10.1 to our
    Form 8-K,
    dated May 23, 2008).21
.1*

List of subsidiaries of Williams Pipeline Partners L.P.23
.1*

Consent of Independent Registered Public Accounting Firm, Ernst
    & Young LLP31
.1*

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer.31
.2*

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer.32
*

Section 1350 Certifications of Chief Executive Officer and
    Chief Financial Officer.99
.1*

Williams Pipeline GP LLC Financial Statements.     *
    
    Filed herewith 119