##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2008ORo

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)

(I.R.S. 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)
  NO
    CHANGE
  (Former name, former address and former fiscal year, if
    changed since last report)
  þ o
  Rule 12b-2
  Large Accelerated
    Filer o

Accelerated
    Filer o

Non-Accelerated
    Filer þ
    (Do not check if a smaller reporting company)

Smaller Reporting
    Company o   Rule 12b-2 o þ




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##### 



WILLIAMS
    PIPELINE PARTNERS L.P.
  INDEX
   
 PagePart I. Financial InformationItem 1.


Financial Statements


3Williams Pipeline Partners L.P.Consolidated Statements of Income 
    Three Months Ended March 31, 2008 and 2007


3Consolidated Balance Sheets  March 31,
    2008 and December 31, 2007


4Consolidated Statements of Cash Flows 
    Three Months Ended March 31, 2008 and 2007


5Consolidated Statement of Partners Capital
    from January 1, 2008 to March 31, 2008


6Notes to Consolidated Financial Statements


7Northwest Pipeline GPConsolidated Statements of Income 
    Three Months Ended March 31, 2008 and 2007


11Consolidated Balance Sheets  March 31,
    2008 and December 31, 2007


12Consolidated Statements of Cash Flows 
    Three Months Ended March 31, 2008 and 2007


13Notes to Consolidated Financial Statements


14Item 2.


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


19Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


25Item 4.


Controls and Procedures


25Part II. Other InformationItem 1.


Legal Proceedings


27Item 1A.


Risk Factors


27Item 6.


Exhibits


28Rule 13a-14(a)/15d-14(a) Certification of Chief Executive OfficerRule 13a-14(a)/15d-14(a) Certification of Chief Financial OfficerSection 1350 Certifications of Chief Executive Officer and Chief Financial Officer    FORWARD-LOOKING
    STATEMENTS
      
    amounts and nature of future capital expenditures;
    expansion and growth of our business and operations;
    business strategy;
    cash flow from operations or results of operations;
    rate case filing; and
    power and natural gas prices and demand.   1




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##### Table of Contents




    We may not have sufficient cash from operations to enable us to
    pay the minimum distribution following establishment of cash
    reserves and payment of fees and expenses, including payments to
    our general partner.
    The amount of cash we have available for distribution depends
    primarily on our cash flow, and not solely on profitability.
    We and The Williams Companies, Inc. (Williams) jointly control
    Northwest Pipeline GP (Northwest).
    Availability of supplies (including the uncertainties inherent
    in assessing and estimating future natural gas reserves) market
    demand, volatility of prices, and increased costs of capital.
    Inflation, interest rates, and general economic conditions.
    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.
    Increasing maintenance and construction costs.
    Changes in the current geopolitical situation.
    Risks related to strategy and financing, including restrictions
    stemming from Northwests debt agreements and future
    changes in Northwests credit ratings.
    Risk associated with future weather conditions and acts of
    terrorism.
    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.
    The credit and risk profile of our general partner, and its
    owner, Williams, could adversely affect our or Northwests
    credit ratings.
    Our partnership agreement limits our general partners
    fiduciary duties to unitholders and restricts the remedies
    available to unitholders for actions taken by our general
    partner that might otherwise constitute breaches of fiduciary
    duty.
    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.
    Unitholders may be required to pay taxes on their share of our
    income even if they do not receive any cash distributions from
    us.      Form 10-K
 2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  WILLIAMS
    PIPELINE PARTNERS L.P.
  CONSOLIDATED STATEMENTS OF INCOME
  Three Months EndedMarch 31,2008


2007(Predecessor)(Thousands of dollars, except
    per-unit
    amounts)(Unaudited)General and administrative expense

$
500


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


4,002



8,175Equity earnings from investment in Northwest Pipeline GP January
    24 through March 31, 2008


9,353



Net income

$
12,855


$
8,175Allocation of 2008 net income used for earnings per unit
    calculation:Net income

$
12,855Net income applicable to the period through January 23, 2008


4,002Net income applicable to the period January 24 through
    March 31, 2008


8,853Allocation of net income (loss) to general partner


(187
)Allocation of net income to limited partners

$
9,040Basic and diluted net income per limited partner unit:Common units

$
0.27Subordinated units

$
0.27Weighted average number of units outstanding:Common units


22,605,006Subordinated units


10,957,900    3




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2008


2007(Unaudited)


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

$
858


$
Accounts receivable  affiliate


371



Prepaid expense


199



Total current assets


1,428



Investment in Northwest Pipeline GP


425,308



414,966Deferred costs






1,689Total assets

$
426,736


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

$
561


$
Affiliate


160



1,689Total current liabilities


721



1,689Partners capital


426,015



414,966Total liabilities and partners capital

$
426,736


$
416,655    4




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Three Months EndedMarch 31,2008


2007(Predecessor)(Thousands of dollars)(Unaudited)OPERATING ACTIVITIES:Net income

$
12,855


$
8,175Adjustment to reconcile to cash provided by operations:Equity earnings from investment in Northwest Pipeline GP


(13,355
)


(8,175
)Distributions related to equity earnings from investment in
    Northwest Pipeline GP


3,088



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


(199
)


Accounts payable


721



Other


33



Net cash provided by operating activities


3,143



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


(3,088
)


Proceeds from sale of common units


336,520



Offering costs


(3,797
)


Redemption of common units held by general partner


(31,020
)


Net cash provided by financing activities


298,615



Increase in cash and cash equivalents


858



Cash and cash equivalents at beginning of period






Cash and cash equivalents at end of period

$
858


$
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



    5




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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, 2008 (Predecessor)

$
414,966


$



$



$



$



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


4,002



















4,002Pre-IPO distribution


(3,088
)


















(3,088
)Other comprehensive loss attributable to the period through
    January 23, 2008


40



















40Balance  January 23, 2008 (Predecessor)


415,920



















415,920Contribution of net assets of predecessor companies


(115,020
)


(26,392
)


133,094



8,318







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 periodJanuary 24 through March 31, 2008:Net unrealized gain on cash flow hedge


















(4
)


(4
)Pension benefits:Amortization of net actuarial loss


















34



34Amortization of prior service cost


















5



5Total comprehensive income






















35Net income attributable to the period January 24 through
    March 31, 2008






6,088



2,952



(187
)






8,853Contributions pursuant to the omnibus agreement














371







371Other






33















33Balance  March 31, 2008

$



$
281,432


$
136,046


$
8,502


$
35


$
426,015    6




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Note 1.
    Organization
    and Basis of Presentation            Form 10-K,
 7




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Note 2.
    Allocation
    of Net Income and Distributions    Allocation to general partner:Net income for the period January 24, 2008 through
    March 31, 2008

$
8,853Charges direct to general partner:Reimbursable general and administrative costs


371Income subject to 2% allocation of general partner interest


9,224General partners share of net income


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


184Incentive distributions paid to general partner*


Direct charges to general partner


(371
)Net income (loss) allocated to general partner

$
(187
)Net income for the period January 24, 2008 through
    March 31, 2008

$
8,853Net income (loss) allocated to general partner


(187
)Net income allocated to limited partners

$
9,040     *
    
    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.
    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(a)

$
0.2242


$
5,068


$
2,457


$
154


$



$
7,679     (a)
    
    The board of directors of our general partner declared this cash
    distribution on April 24, 2008 to be paid on May 15,
    2008 to unit holders of record at the close of business on
    May 7, 2008. 8




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   Note 3.
    Credit
    Facilities  365-day
  Note 4.
    Recent
    Accounting Standards  No. 07-4, Earnings per Share, EITF 07-4 EITF 07-4,
  Note 5.
    Related
    Party Transactions    Note 6.
    Deferred
    Costs   9




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Note 7.
    Comprehensive
    Income    Three Months EndedMarch 31, 2008(Thousands of dollars)Net income

$
12,855Reclassification of cash flow hedge gain into earnings


(4
)Pension benefits:Amortization of prior service cost


5Amortization of net actuarial loss


34Total comprehensive income

$
12,890   Note 8.
    Northwest
    Pipeline GP Consolidated Financial Statements and Notes to
    Consolidated Financial Statements   10




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  CONSOLIDATED STATEMENTS OF INCOME
  Three Months EndedMarch 31,2008


2007(Restated)(Thousands of dollars)(Unaudited)OPERATING REVENUES

$
107,405


$
103,043OPERATING EXPENSES:General and administrative


14,557



14,435Operation and maintenance


17,456



15,390Depreciation


21,660



20,487Regulatory credits


(807
)


(770
)Taxes, other than income taxes


5,373



4,184Total operating expenses


58,239



53,726Operating income


49,166



49,317OTHER INCOME  net:Interest income Affiliated


309



188Other


4



210Allowance for equity funds used during construction


27



928Miscellaneous other income (expense), net


(30
)


228Total other income  net


310



1,554INTEREST CHARGES:Interest on long-term debt


9,949



12,336Other interest


1,381



988Allowance for borrowed funds used during construction


(12
)


(559
)Total interest charges


11,318



12,765INCOME BEFORE INCOME TAXES


38,158



38,106PROVISION FOR INCOME TAXES






14,749NET INCOME

$
38,158


$
23,357    11




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2008


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

$
144


$
497Advance to affiliates


84,633



39,072Accounts receivable Trade, less reserves of $0 for March 31, 2008 and $7 for
    December 31, 2007


37,919



40,689Affiliated companies


309



3,514Materials and supplies, less reserves of $181 for March 31,
    2008 and December 31, 2007


9,905



10,344Exchange gas due from others


9,670



10,155Exchange gas offset


3,486



6,593Prepayments and other


5,397



6,928Total current assets


151,463



117,792PROPERTY, PLANT AND EQUIPMENT, at cost


2,707,733



2,706,691Less  Accumulated depreciation


876,029



864,999Total property, plant and equipment


1,831,704



1,841,692OTHER ASSETS:Deferred charges


44,078



44,915Regulatory assets


52,288



52,072Total other assets


96,366



96,987Total assets

$
2,079,533


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

$
16,900


$
32,055Affiliated companies


9,742



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


12,362



7,935Interest


11,396



4,517Employee costs


6,109



12,106Exchange gas due to others


13,156



16,748Other


14,255



5,713Total current liabilities


83,920



92,130LONG-TERM DEBT, LESS CURRENT MATURITIES


693,769



693,736DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES


86,677



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


977,022



977,022Retained earnings


258,074



228,739Accumulated other comprehensive loss


(19,929
)


(20,145
)Total owners equity


1,215,167



1,185,616Total liabilities and owners equity

$
2,079,533


$
2,056,471    12




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months EndedMarch 31,2008


2007(Restated)(Thousands of dollars)(Unaudited)OPERATING ACTIVITIES:Net income

$
38,158


$
23,357Adjustments to reconcile to net cash provided by operating
    activities -Depreciation


21,660



20,487Regulatory credits


(807
)


(770
)Provision for deferred income taxes






4,391Amortization of deferred charges and credits


2,315



1,467Allowance for equity funds used during construction


(27
)


(928
)Reserve for doubtful accounts


(7
)


Changes in:Trade accounts receivable


2,777



(7,767
)Affiliated receivables, including income taxes in 2007


3,205



11Exchange gas due from others


3,592



5,748Materials and supplies


439



87Other current assets


1,532



726Deferred charges


(649
)


(209
)Trade accounts payable


(4,166
)


(679
)Affiliated payables, including income taxes in 2007


(3,314
)


16,585Exchange gas due to others


(3,592
)


(5,748
)Reserve for rate refund






8,641Other accrued liabilities


13,851



4,274Other deferred credits


1,587



1,142Net cash provided by operating activities


76,554



70,815FINANCING ACTIVITIES:Proceeds from sale of partnership interest


300,900



Distributions paid


(309,724
)


Changes in cash overdrafts


(7,011
)


(37,628
)Net cash used in financing activities


(15,835
)


(37,628
)INVESTING ACTIVITIES:Property, plant and equipment Capital expenditures


(13,444
)


(48,092
)Proceeds from sales


1,911



2,173Changes in accounts payable and accrued liabilities


(3,978
)


3,705(Advances to) repayments from affiliates


(45,561
)


39,980Net cash used in investing activities


(61,072
)


(2,234
)Net (decrease) increase in cash and cash equivalents


(353
)


30,953Cash and cash equivalents at beginning of period


497



1,489Cash and cash equivalents at end of period

$
144


$
32,442    13




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##### Table of Contents



NORTHWEST
    PIPELINE GP
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  Note 1.
    Summary
    of Significant Accounting Policies  General
  Form 10-K.
      Corporate
    Structure and Control
      Basis
    of Presentation
     14




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
    Thousands ofdollarsIncome StatementNet income, as previously reported

$
23,980Depreciation of purchase price allocation to
    property and equipment, net of income taxes


(623
)Net income, as restated

$
23,357   Form 10-K
  Recent
    Accounting Standards
  No. FAS 157-2,
   15




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  Note 2.
    Contingent
    Liabilities and Commitments  Legal
    Proceedings
    Environmental
    Matters
    clean-up clean-ups
  eight-hour eight-hour
 16




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
    Safety
    Matters
  Pipeline Integrity Regulations
  Other
    Matters
    Summary
    Cash
    Distributions to Partners
      Note 3.
    Debt and
    Financing Arrangements  Debt
    Covenants
   17




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##### Table of Contents



NORTHWEST
    PIPELINE GP
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  Line
    of Credit Arrangements
    Note 4.
    Transactions
    with Affiliates            Note 5.
    Comprehensive
    Income    Three Months EndedMarch 31,2008


2007(Restated)(Thousands of dollars)Net income

$
38,158


$
23,357Reclassification of cash flow hedge gain into earnings, net of
    tax in 2007


(16
)


(9
)Pension benefits, net of tax in 2007:Amortization of prior service cost


20



12Amortization of net actuarial loss


212



307Total comprehensive income

$
38,374


$
23,667  18




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
      Outlook
    
    Colorado Hub Connection Project.  Northwest has
    proposed installing a new
    28-mile,
    24-inch
    diameter lateral to connect the Meeker/White River Hub near
    Meeker, Colorado to Northwests mainline near Sand Springs,
    Colorado. This project is referred to as the Colorado Hub
    Connection, or CHC Project. It is estimated that the
    construction of the CHC Project will cost up to $60 million
    with service targeted to commence in November 2009. Northwest
    will combine the lateral capacity with 341 million cubic
    feet (MMcf) per day of existing mainline capacity, including up
    to 98 MMcf per day of capacity from various receipt points
    for delivery to Ignacio, Colorado, that is currently sold on a
    short-term basis. In addition, the project facilitates the
    re-contracting of 243 MMcf per day from Stanfield, Oregon
    to Ignacio, Colorado originally held by Pan-Alberta Gas under a
    contract that terminates on October 31, 2012. Pan-Alberta
    Gas has relinquished 143 MMcf per day of its capacity early
    to be a part of the CHC Project and will turn back the remaining
    100 MMcf per day at the end of their contract term in 2012,
    to also be part of the CHC Project.    
    Jackson Prairie Underground Expansion.  The
    Jackson Prairie Storage Project, connected to Northwests
    transmission system near Chehalis, Washington, is operated by
    Puget Sound Energy and is jointly owned by Puget Sound Energy,
    Avista Corporation and Northwest. A phased capacity expansion is
    currently underway and a deliverability expansion is planned for
    2008.   19




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##### Table of Contents



peak-day peak-day
  
    Sundance Trail Expansion.  In February 2008,
    Northwest initiated an open season for the proposed Sundance
    Trail Expansion project that resulted in the execution of an
    agreement for 150 MMcf per day of firm transportation
    service from the Meeker/White River Hub in Colorado for delivery
    to the Opal Hub in Wyoming. The project, which is estimated to
    cost $53 million, will include construction of
    approximately 16 miles of
    30-inch loop
    between Northwests existing Green River and Muddy Creek
    compressor stations in Wyoming and the addition of horsepower at
    Northwests existing Vernal compressor station with service
    targeted to commence in November 2010. The Sundance Trail
    Expansion will utilize available capacity on the CHC lateral and
    the existing Piceance lateral in conjunction with available and
    expanded mainline capacity. The Sundance Trail Expansion remains
    subject to certain conditions, including receiving the necessary
    regulatory approvals. Northwest expects to collect its maximum
    system rates and will seek approval to roll-in the Sundance
    Trail Expansion costs in any future rate case filed with the
    FERC.  Northwests
    Results of Operations
    Analysis
    of Financial Results
    Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007
           20




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##### Table of Contents



Quarter Ended March 31,2008


2007(In Trillion British Thermal Units)Total Throughput(1)


220



200Average Daily Transportation Volumes


2.4



2.2Average Daily Reserved Capacity Under Base Firm Contracts,
    excluding  peak capacity


2.6



2.5Average Daily Reserved Capacity Under Short-Term Firm
    Contracts(2)


0.7



0.9     (1)
    
    Parachute Lateral volumes are excluded from total throughput as
    these volumes flow under separate contracts that do not result
    in mainline throughput.(2)
    
    Includes additional capacity created from time to time through
    the installation of new receipt or delivery points or the
    segmentation of existing mainline capacity. Such capacity is
    generally marketed on a short-term firm basis.  Capital
    Resources and Liquidity of Northwest
         21




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##### Table of Contents



Sources
    (Uses) of Cash
  Three Months Ended March 31,2008


2007(Restated)(Thousands of dollars)Net cash provided (used) by:Operating activities

$
76,554


$
70,815Financing activities


(15,835
)


(37,628
)Investing activities


(61,072
)


(2,234
)Increase (decrease) in cash and cash equivalents

$
(353
)

$
30,953   Operating
    Activities
    Financing
    Activities
    Investing
    Activities
    Method
    of Financing
  Working
    Capital
      Short-Term
    Liquidity
     22




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##### Table of Contents



Credit
    Agreement
    Capital
    Requirements
        Credit
    Ratings
    Moodys Investors Service

Baa2Standard and Poors

BBBFitch Ratings

BBB          23




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##### Table of Contents



Other
  Off-Balance
    Sheet Arrangements
    Impact of
    Inflation
    Environmental
    Matters
    Safety
    Matters
  Pipeline Integrity Regulations.
  Legal
    Matters
   24




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##### Table of Contents



Regulatory
    Proceedings
    Conclusion
    Capital
    Resources and Liquidity of the Partnership
    365-day
      Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K
  Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e)
   25




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
  Form 10-K.
   26




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##### Table of Contents



PART II.
    OTHER
    INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K
  We may
    not be able to grow or effectively manage our growth.
    
    identify businesses engaged in managing, operating or owning
    natural gas pipeline and storage assets for acquisitions, joint
    ventures and construction projects;
    control costs associated with acquisitions, joint ventures or
    construction projects;
    consummate acquisitions or joint ventures and complete
    construction projects;
    integrate any acquired or constructed business or assets
    successfully with our existing operations and into our operating
    and financial systems and controls;
    hire, train and retain qualified personnel to manage and operate
    our growing business; and
    obtain required financing for our existing and new operations.      Northwests
    debt agreements impose restrictions on it that may adversely
    affect its ability to operate its business.
   27




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##### Table of Contents



Item 6.
    Exhibits    3
.1

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
.2

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).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

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
.4

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). 28




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##### Table of Contents



10
.5

Form of Restricted Unit Grant Agreement for Non-Employee
    Directors (filed on March 14, 2008 as Exhibit 99.1 to
    Williams Pipeline Partners L.P.s
    Form 8-K
    (File
    No. 001-33917)
    and incorporated by reference).31
.1*

Certification of Principal Executive Officer pursuant to
    Rules 13a-14(a)
    and 15d-14(a) promulgated under the Securities Exchange Act of
    1934, as amended, and Item 601(b)(31) of
    Regulation S-K,
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.31
.2*

Certification of Principal Financial Officer pursuant to
    Rules 13a-14(a)
    and 15d-14(a) promulgated under the Securities Exchange Act of
    1934, as amended, and Item 601(b)(31) of
    Regulation S-K,
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.32
*

Certification of Principal Executive Officer and Principal
    Financial Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.  29




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##### Table of Contents



SIGNATURES
    
  By:
    Williams Pipeline Partners GP, LLC,   
       30




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description+Exhibit 31
.1

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

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


Section 1350 Certifications of Chief Executive Officer and
    Chief Financial Officer.     +
    
    Filed herewith. 31