##### 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
    June 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

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
  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


3Consolidated Statements of Income 
    Three and Six Months Ended June 30, 2008 and 2007


3Consolidated Balance Sheets 
    June 30, 2008 and December 31, 2007


4Consolidated Statements of Cash Flows 
    Six Months Ended June 30, 2008 and 2007


5Consolidated Statement of Partners Capital
    from January 1, 2008 to June 30, 2008


6Notes to Consolidated Financial Statements


7Item 2.


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


12Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


20Item 4.


Controls and Procedures


20Part II. Other InformationItem 1.


Legal Proceedings


21Item 1A.


Risk Factors


21Item 6.


Exhibits


22Rule 13a-14(a)/15d-14(a) Certification of CEORule 13a-14(a)/15d-14(a) Certification of CFOSection 1350 Certificiations of CEO and CFO    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.    
    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. 1




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##### Table of Contents




    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 Form 10-Q.
 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 Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007(Predecessor)





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

$
619


$



$
1,119


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






13,085



4,002



21,260Equity earnings from investment in Northwest Pipeline GP after
    January 23, 2008


12,490







21,843



Interest expense  affiliate


(21
)






(21
)


Interest income


17







17



Net income

$
11,867


$
13,085


$
24,722


$
21,260Allocation of 2008 net income used for earnings per unit
    calculation:Net income

$
11,867






$
24,722Net income applicable to the period through January 23, 2008










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


11,867







20,720Allocation of net income (loss) to general partner


(179
)






(366
)Allocation of net income to limited partners

$
12,046






$
21,086Basic and diluted net income per limited partner unit:Common units

$
0.36






$
0.63Subordinated units

$
0.36






$
0.63Weighted Average number of units outstandingCommon units


22,605,668







22,605,385Subordinated units


10,957,900







10,957,900    3




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.



CONSOLIDATED
    BALANCE SHEETS  June 30,


December 31,2008


2007(Unaudited)


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

$
6,707


$
Accounts receivable  affiliate


497



Prepaid expense


137



Total current assets


7,341



Investment in Northwest Pipeline GP


421,308



414,966Deferred costs






1,689Total assets

$
428,649


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

$
295


$
Affiliate


149



1,689Total current liabilities


444



1,689Contingent Liabilities and CommitmentsPartners capital


428,205



414,966Total liabilities and partners capital

$
428,649


$
416,655    4




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##### Table of Contents



WILLIAMS
    PIPELINE PARTNERS L.P.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Six Months EndedJune 30,2008


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

$
24,722


$
21,260Adjustment to reconcile to cash provided by operations:Equity earnings from investment in Northwest Pipeline GP


(25,845
)


(21,260
)Distributions related to equity earnings from investment in
    Northwest Pipeline GP


19,755



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


(137
)


Accounts payable


444



Other


84



Net cash provided by operating activities


19,023



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


(13,490
)


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


371



Net cash provided by financing activities


288,584



Increase in cash and cash equivalents


6,707



Cash and cash equivalents at beginning of period






Cash and cash equivalents at end of period

$
6,707


$
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
)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 June 30, 2008:Net unrealized gain on cash flow hedge


















(9
)


(9
)Pension benefits:Amortization of net actuarial loss


















208



208Amortization of prior service cost


















12



12Total comprehensive income






















211Net income attributable to the period January 24 through
    June 30, 2008






14,250



6,907



(437
)






20,720Cash distributions






(5,068
)


(2,457
)


(154
)






(7,679
)Contributions pursuant to the omnibus agreement














869







869Other






84















84Balance  June 30, 2008

$



$
282,779


$
136,673


$
8,542


$
211


$
428,205    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    Three Months


Six MonthsEnded


EndedJune 30, 2008


June 30, 2008(Thousands of dollars)Allocation to general partner:Net income

$
11,867


$
20,720Charges direct to general partner:Reimbursable general and administrative costs


497



869Income subject to 2% allocation of general partner interest


12,364



21,589General 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


247



432Incentive distributions paid to general partner*






Direct charges to general partner


(497
)


(869
)Net income (loss) allocated to general partner

$
(250
)

$
(437
)Net income

$
11,867


$
20,720Net income (loss) allocated to general partner


(250
)


(437
)Net income allocated to limited partners

$
12,117


$
21,157     *
    
    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 and six months ended June 30,
    2008, the assumed incentive distribution rights were $71
    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(a)

$
0.3100


$
7,008


$
3,397


$
212


$



$
10,617     (a)
    
    The board of directors of our general partner declared this cash
    distribution on July 28, 2008 to be paid on August 14,
    2008 to unit holders of record at the close of business on
    August 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,
     9




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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 Ended


Six Months EndedJune 30, 2008


June 30, 2008(Thousands of dollars)Net income

$
11,867


$
24,722Reclassification of cash flow hedge gain into earnings


(5
)


(9
)Pension benefits:Amortization of net actuarial loss


174



208Amortization of prior service cost


7



12Total comprehensive income

$
12,043


$
24,933  10




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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


Six Months EndedJune 30,


June 30,2008


2007


2008


2007(Restated)





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

$
106,450


$
102,655


$
213,855


$
205,698Operating expenses


59,774



38,199



118,013



91,925Other income, net


429



8,005



739



9,559Interest charges


11,420



12,943



22,738



25,708Provision for taxes






22,131







36,880Net income

$
35,685


$
37,387


$
73,843


$
60,744     Three Months


Six MonthsEnded


EndedJune 30, 2007


June 30, 2007(Thousands of dollars)Income Statement:Net income, as previously reported

$
37,941


$
61,921Depreciation of purchase price allocation to property and
    equipment, net of income taxes


(554
)


(1,177
)Net income, as restated

$
37,387


$
60,744    11




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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 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
  
    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.   12




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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 June 30, 2008 Compared to Three Months Ended
    June 30, 2007
       13




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##### Table of Contents



non-taxable
  Six
    Months Ended June 30, 2008 Compared to Six Months Ended
    June 30, 2007
             14




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##### Table of Contents



Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


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


171



160



391



360Average Daily Transportation Volumes


1.9



1.8



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)


0.7



0.8



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
          Sources
    (Uses) of Cash
  Six Months Ended June 30,2008


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

$
116,368


$
89,752Financing activities


(62,019
)


(37,425
)Investing activities


(54,837
)


(53,449
)Decrease in cash and cash equivalents

$
(488
)

$
(1,122
)  15




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##### Table of Contents



Operating
    Activities
    Financing
    Activities
    Investing
    Activities
    Method
    of Financing
  Working
    Capital
      Short-Term
    Liquidity
      Credit
    Agreement
   16




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##### Table of Contents



Capital
    Requirements
        Credit
    Ratings
    Moodys Investors Service

Baa2Standard and Poors

BBBFitch Ratings

BBB           Other
  Off-Balance
    Sheet Arrangements
   17




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##### Table of Contents



Impact of
    Inflation
    Environmental
    Matters
    clean-up clean-ups
  eight-hour eight-hour
  Safety
    Matters
  Pipeline Integrity Regulations.
 18




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##### Table of Contents



Legal
    Matters
    Summary
    Conclusion
    Capital
    Resources and Liquidity of the Partnership
    365-day
     19




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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 Control Over Financial Reporting
   20




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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.     21




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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.
        Item 6.
    Exhibits    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.  22




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##### Table of Contents



SIGNATURES
       By:
    Williams Pipeline Partners GP, LLC,   
       23




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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. 24