##### 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
    September 30, 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(State or other Jurisdiction
    of
    Incorporation or Organization)

26-0834035(I.R.S. Employer
    Identification No.)One Williams Center, Tulsa, Oklahoma(Address of principal
    executive offices)

74172-0172(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
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    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


5Consolidated Statements of Income 
    Three and Nine Months Ended September 30, 2008 and 2007


5Consolidated Balance Sheets 
    September 30, 2008 and December 31, 2007


6Consolidated Statements of Cash Flows 
    Nine Months Ended September 30, 2008 and 2007


7Consolidated Statement of Partners Capital
    from January 1, 2008 to September 30, 2008


8Notes to Consolidated Financial Statements


9Item 2.


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


14Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


23Item 4.


Controls and Procedures


23Part II. Other InformationItem 1.


Legal Proceedings


24Item 1A.


Risk Factors


24Item 6.


Exhibits


26EX-10EX-31.1EX-31.2EX-32    FORWARD-LOOKING
    STATEMENTS
      
    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;
    rate case filing; and
    power and natural gas prices and demand.   2




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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.
    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.
    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.
    The loss of any of Northwests key customers or the loss of
    any contracted volumes could result in a decline in cash
    available for us to make distributions to our unitholders.
    Northwests exposure to the credit risks of its customers.
    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.
    Recent 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 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.
    Additional risks described in our filings with the Securities
    and Exchange Commission. 3




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##### Table of Contents



Form 10-K Form 10-Q.
 4




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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 Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007(Predecessor)





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

$
596


$



$
1,715


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






11,583



4,002



32,843Equity earnings from investment in Northwest Pipeline GP after
    January 23, 2008


14,433







36,276



Interest expense  affiliate


(13
)






(34
)


Interest income


39







56



Net income

$
13,863


$
11,583


$
38,585


$
32,843Allocation of 2008 net income used for earnings per unit
    calculation:Net income

$
13,863






$
38,585Net income applicable to the period through January 23, 2008










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


13,863







34,583Allocation of net income (loss) to general partner


255







(111
)Allocation of net income to limited partners

$
13,608






$
34,694Basic and diluted net income per limited partner unit:Common units

$
0.41






$
1.03Subordinated units

$
0.41






$
1.03Weighted Average number of units outstanding:Common units


22,605,668







22,605,489Subordinated units


10,957,900







10,957,900    5




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  CONSOLIDATED
    BALANCE SHEETS
  September 30,


December 31,2008


2007(Unaudited)


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

$
7,292


$
Accounts receivable:Trade


95



Affiliate


503



Prepaid expense


243



Total current assets


8,133



Investment in Northwest Pipeline GP


425,017



414,966Deferred costs






1,689Total assets

$
433,150


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

$
592


$
Affiliate


462



1,689Total current liabilities


1,054



1,689Contingent Liabilities and CommitmentsPartners capital


432,096



414,966Total liabilities and partners capital

$
433,150


$
416,655    6




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Nine Months EndedSeptember 30,2008


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

$
38,585


$
32,843Adjustment to reconcile to cash provided by operations:Equity earnings from investment in Northwest Pipeline GP


(40,278
)


(32,843
)Distributions related to equity earnings from investment in
    Northwest Pipeline GP


30,605



Cash provided (used) by changes in assets and liabilities:Accounts receivable


(95
)


Other current assets


(243
)


Accounts payable


1,054



Other


101



Net cash provided by operating activities


29,729



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


(24,107
)


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


867



Net cash provided by financing activities


278,463



Increase in cash and cash equivalents


7,292



Cash and cash equivalents at beginning of period






Cash and cash equivalents at end of period

$
7,292


$
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



    7




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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
)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 September 30, 2008:Net unrealized gain on cash flow hedge


















(15
)


(15
)Pension benefits:Amortization of net actuarial loss


















332



332Amortization of prior service cost


















19



19Total comprehensive income






















336Net income attributable to the period January 24 through
    September 30, 2008






23,732



11,504



(653
)






34,583Cash distributions






(12,076
)


(5,854
)


(366
)






(18,296
)Contributions pursuant to the omnibus agreement














1,372







1,372Other






101















101Balance  September 30, 2008

$



$
285,270


$
137,873


$
8,617


$
336


$
432,096    8




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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,
   9




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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    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2008


2008(Thousands of dollars)Allocation to general partner:Net income

$
13,863


$
34,583Charges direct to general partner:Reimbursable general and administrative costs


503



1,372Income subject to 2% allocation of general partner interest


14,366



35,955General partners share of net income


2.0
%


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


287



719Incentive distributions paid to general partner*






Direct charges to general partner


(503
)


(1,372
)Net income (loss) allocated to general partner

$
(216
)

$
(653
)Net income

$
13,863


$
34,583Net income (loss) allocated to general partner


(216
)


(653
)Net income allocated to limited partners

$
14,079


$
35,236     *
    
    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 rights were $71 thousand,
    and for the three months ended September 30, 2008, the
    assumed incentive distribution rights were $471 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(a)

$
0.3150


$
7,121


$
3,452


$
216


$



$
10,789     (a)
    
    The board of directors of our general partner declared this cash
    distribution on October 27, 2008 to be paid on
    November 14, 2008 to unitholders of record at the close of
    business on November 7, 2008. 10




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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,
     11




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 5.
    Related
    Party Transactions      Note 6.
    Deferred
    Costs    Note 7.
    Comprehensive
    Income    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2008


2008(Thousands of dollars)Net income

$
13,863


$
38,585Reclassification of cash flow hedge gain into earnings


(6
)


(15
)Pension benefits:Amortization of net actuarial loss


124



332Amortization of prior service cost


7



19Total comprehensive income

$
13,988


$
38,921  12




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 8.
    Equity
    Investments    Northwest
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007(Restated)





(Restated)(Thousands of dollars)(Unaudited)Revenues

$
108,542


$
106,364


$
322,397


$
312,062Operating expenses


55,500



56,384



173,513



148,309Other income, net


507



16,223



1,246



25,782Interest charges


12,313



12,882



35,051



38,590Provision for taxes






20,229







57,109Net income

$
41,236


$
33,092


$
115,079


$
93,836     Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2007


2007(Thousands of dollars)Income Statement:Net income, as previously reported

$
33,926


$
95,847Depreciation of purchase price allocation to property and
    equipment, net of income taxes


(834
)


(2,011
)Net income, as restated

$
33,092


$
93,836    13




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
      Recent
    Market Events
    
    Northwest has no significant debt maturities until 2016.
    As of September 30, 2008, Northwest has approximately
    $73.0 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  Method of Financing.)
    A significant portion of Northwests transportation and
    storage services are provided pursuant to long-term firm
    contracts that obligate its customers to pay monthly capacity
    reservation fees regardless of the amount of pipeline or storage
    capacity actually utilized by a customer.  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 from various
    receipt points for delivery to Ignacio, Colorado, including
    approximately 98 MMcf per day of capacity that is currently
    sold on a short-term basis. Approximately 243 MMcf per day
    of this capacity was originally held by Pan-Alberta Gas under a
    contract that terminates on October 31, 2012.  Pan-Alberta
 14




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##### Table of Contents




    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.      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 will include
    construction of approximately 16 miles of
    30-inch loop
    between Northwests existing Green River and Muddy Creek
    compressor stations in Wyoming as well as an upgrade to
    Northwests existing Vernal compressor station, with
    service targeted to commence in November 2010. The total project
    is estimated to cost up to $65 million, including the cost
    of replacing existing compression at the Vernal compressor
    station which will enhance the efficiency of Northwests
    system. 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
   15




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##### Table of Contents



Three
    Months Ended September 30, 2008 Compared to Three Months
    Ended September 30, 2007
            Nine
    Months Ended September 30, 2008 Compared to Nine Months
    Ended September 30, 2007
             16




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##### Table of Contents



Operating
    Statistics
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


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


179



176



570



536Average Daily Transportation Volumes


2.0



1.9



2.1



2.0Average Daily Reserved Capacity Under Base Firm Contracts,
    excluding peak capacity


2.5



2.5



2.5



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


0.6



0.7



0.7



0.8     (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
         17




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##### Table of Contents



Sources
    (Uses) of Cash
  Nine Months EndedSeptember 30,2008


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

$
190,331


$
166,532Financing activities


(94,714
)


(38,346
)Investing activities


(95,863
)


(129,554
)Decrease in cash and cash equivalents

$
(246
)

$
(1,368
)   Operating
    Activities
    Financing
    Activities
    Investing
    Activities
    Method
    of Financing
  Working
    Capital
      Short-Term
    Liquidity
   18




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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      19




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##### Table of Contents



Other
  Off-Balance
    Sheet Arrangements
    Impact of
    Inflation
    Environmental
    Matters
    clean-up clean-ups
 20




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##### Table of Contents



eight-hour eight-hour
  Safety
    Matters
  Pipeline Integrity Regulations.
  Legal
    Matters
    Summary
    Conclusion
   21




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##### Table of Contents



Capital
    Resources and Liquidity of the Partnership
      Northwest
    Distributions
    Capital
    Contributions from Williams
    Credit
    Facility
  365-day
  Cash
    Distributions to Unitholders
    Conclusion
   22




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##### Table of Contents



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)
    Changes
    in Internal Controls Over Financial Reporting
   23




---



##### 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.     24




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##### Table of Contents



Northwests
    debt agreements impose restrictions on it that may adversely
    affect its ability to operate its business.
        Northwest
    is exposed to the credit risks of its customers.
   25




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##### Table of Contents



Northwests
    costs and funding obligations for defined benefit pension plans
    and other postretirement benefit plans, in which it
    participates, are affected by factors beyond its
    control.
    Recent
    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.
      Item 6.
    Exhibits    10


Director Compensation Policy, adopted August 19, 2008.31
.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.  26




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##### Table of Contents



SIGNATURES
    
  By:
    Williams Pipeline Partners GP, LLC,
    its general partner  
   
   27




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description+Exhibit 10


Director Compensation Policy, adopted August 19, 2008.+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. 28