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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 10-Q


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

                 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

                                      OR

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

                        Commission File Number 1-10066

                   SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
            (Exact name of registrant as specified in its charter)

           Delaware                                   95-4191066
    (State of incorporation)               (I.R.S. Employer Identification No.)

                           1100 Town & Country Road
                           Orange, California 92868
         (Address of principal executive officers, including zip code)

                                 (714)560-4400
             (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was 
required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days:  Yes [X]  No [_]
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                   SANTA FE PACIFIC PIPELINE PARTNERS, L.P.

                               TABLE OF CONTENTS

<TABLE> 
<CAPTION> 
                                                                                  Page
                                                                                  ----
<S>                                                                               <C>
                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

     Consolidated Balance Sheet at June 30, 1997 and December 31, 1996...........  1

     Consolidated Statement of Income
       for the three-month and six-month periods ended June 30, 1997 and 1996....  2

     Consolidated Statement of Cash Flows
       for the three-month and six-month periods ended June 30, 1997 and 1996....  3

     Notes to Consolidated Financial Statements..................................  4

Item 2.  Management's Discussion and Analysis of Consolidated
         Financial Condition and Results of Operations...........................  5

                         PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.......................................................  7

Item 6.  Exhibits and Reports on Form 8-K........................................  9

Signature........................................................................  9

</TABLE> 
<PAGE>
 
                   SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
                          CONSOLIDATED BALANCE SHEET
                                  (Unaudited)
                                (In thousands)
<TABLE> 
<CAPTION> 

                                                        June 30,   December 31,
                                                         1997          1996
                                                        --------   -----------
<S>                                                     <C>        <C>
                              ASSETS
Current assets
  Cash and cash equivalents...........................  $ 37,481   $ 42,122
  Short-term investments..............................     4,696          -
  Accounts receivable, net............................    37,843     33,563
  Other current assets................................     5,506      2,224
                                                        --------   ---------
      Total current assets............................    85,526     77,909
                                                        --------   --------
Properties, plant and equipment.......................   739,239    738,395
  Less accumulated depreciation.......................   114,627    109,701
                                                        --------   --------
      Net properties, plant and equipment.............   624,612    628,694

Other assets..........................................    19,352     19,215
                                                        --------   --------
      Total assets....................................  $729,490   $725,818
                                                        ========   ========

                 LIABILITIES AND PARTNERS' CAPITAL

Current liabilities
   Accounts payable.................................... $  3,530   $  3,212
   Accrued liabilities.................................   41,589     32,333
                                                        --------   --------
      Total current liabilities........................   45,119     35,545

Long-term debt.........................................  355,000    355,000

Other long-term liabilities............................   64,285     71,351
                                                        --------   --------
      Total liabilities................................  464,404    461,896
                                                        --------   --------
Minority interest......................................    1,045      1,007
                                                        --------   --------
Commitments and contingencies (Notes (d) and (e))......        -          -
                                                        --------   --------

Partners' capital
   General partner.....................................    1,045      1,007
   Limited partners....................................  262,996    261,908
                                                        --------   --------
       Total partners' capital.........................  264,041    262,915
                                                        --------   --------
       Total liabilities and partners' capital......... $729,490   $725,818
                                                        ========   ========
</TABLE> 

                See Notes to Consolidated Financial Statements.

                                      -1-


<PAGE>
 
                   SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
                       CONSOLIDATED STATEMENT OF INCOME
                                  (Unaudited)

                    (In thousands, except per unit amounts)
<TABLE> 
<CAPTION> 
                                                      Three months                    Six Months
                                                      ended June 30,                ended June 30, 
                                                    -----------------              ----------------
                                                      1997      1996                1997      1996
                                                    --------   -------             -------   ------
<S>                                                 <C>        <C>                 <C>       <C>
Operating revenues
   Trunk revenues.................................  $49,809    $47,881             $ 93,984  $ 92,400
   Storage and terminaling revenues...............   10,052      9,711               19,041    18,675
   Other revenues.................................    3,498      3,203                6,424     6,316
                                                    -------    -------             --------  --------
        Total operating revenues..................   63,359     60,795              119,449   117,391
                                                    -------    -------             --------  --------
Operating expenses
   Field operating expenses.......................   12,700      8,303               23,383    17,493 
   General and administrative expenses............    6,287      8,443               12,626    15,358
   Depreciation and amortization..................    5,371      5,321               10,710    10,642
   Power costs....................................    4,969      5,023                9,449     9,697
   Facilities costs...............................    4,355      4,557                8,947    10,387
   Provision for litigation costs (Note (d))......        -          -                6,000         -
                                                    -------    -------             --------  --------
        Total operating expenses..................   33,682     31,647               71,115    63,577
                                                    -------    -------             --------  --------
Operating income..................................   29,677     29,148               48,334    53,814

Interest expense..................................    9,017      9,080               17,851    18,162
Other income, net.................................      629        426                1,384       805
                                                    -------    -------             --------  --------
Net income before minority interest...............   21,289     20,494               31,867    36,457
Less minority interest in net income..............     (687)      (661)              (1,028)   (1,176)
                                                    -------    -------             --------  --------
Net income........................................  $20,602    $19,833             $ 30,839  $ 35,281
                                                    =======    =======             ========  ========
Income per unit...................................  $  1.04    $  1.00             $   1.56  $   1.78
                                                    =======    =======             ========  ========
</TABLE> 

                See Notes to Consolidated Financial Statements.

                                      -2-
 


<PAGE>
 
                   SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)

                                (In thousands)
<TABLE> 
<CAPTION> 
                                                           Three months                   Six months
                                                           ended June 30,               ended June 30,
                                                        -------------------         ----------------------
                                                           1997       1996              1997        1996
                                                        --------    -------         ---------    ---------
<S>                                                     <C>        <C>              <C>          <C>
Cash flows from operating activities:
  Net income..........................................  $ 20,602   $ 19,833         $ 30,839     $ 35,281
                                                        --------   --------         --------     --------

Adjustments to reconcile net income to net cash
 provided by operating activities --
  Depreciation and amortization.......................     5,371      5,321           10,710       10,642
  Minority interest in net income.....................       687        661            1,028        1,176
  Net additions to (payments against) environmental
   and litigation reserves............................    (4,838)    (2,961)             431       (8,018)
  Other, net..........................................       533       (505)             786       (1,926)
  Changes in:
    Short-term investments............................    (4,696)         -           (4,696)           -
    Accounts receivable...............................    (1,037)    (3,043)          (4,280)      (2,888)
    Accounts payable and accrued liabilities..........    (7,475)    (9,600)           1,572          (36)
    Other current assets..............................     1,285      2,183           (3,282)      (2,837)
                                                        --------   --------         --------     --------
       Total adjustments..............................   (10,170)    (7,944)           2,269       (3,887)
                                                        --------   --------         --------     --------
       Net cash provided by operating activities......    10,432     11,889           33,108       31,394
                                                        --------   --------         --------     --------
Cash flows from investing activities:
  Capital expenditures................................    (3,444)    (5,107)          (7,045)     (14,638)

Cash flows from financing activities:
  Cash distributions..................................   (15,352)   (15,352)         (30,704)     (30,704)
                                                        --------   --------         --------     --------
Decrease in cash and cash equivalents.................    (8,364)    (8,570)          (4,641)     (13,948)

Cash and cash equivalents --
  Beginning of period.................................    45,845     35,841           42,122       41,219
                                                        --------   --------         --------     --------
  End of period.......................................  $ 37,481   $ 27,271         $ 37,481     $ 27,271
                                                        ========   ========         ========     ========
Interest paid.........................................  $ 16,953   $ 17,703         $ 17,723     $ 18,150
                                                        ========   ========         ========     ========
</TABLE> 

                See Notes to Consolidated Financial Statements.

                                      -3-


<PAGE>
 
                   SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(a) The accompanying consolidated financial statements should be read in
conjunction with the Annual Report on Form 10-K of Santa Fe Pacific Pipeline
Partners, L.P. (the "Partnership") for the year ended December 31, 1996. In the
opinion of Partnership management, all adjustments necessary for a fair
presentation of the results of operations for the periods presented have been
included in these consolidated financial statements. Unless otherwise noted, all
such adjustments are of a normal recurring nature. The results of operations for
any interim period are not necessarily indicative of the results of operations
to be expected for the entire year.

(b) Income per unit is computed based upon consolidated net income of the
Partnership less an allocation of income to the General Partner in accordance
with the partnership agreement, and is based upon the 19,148,148 units
outstanding. The quarterly allocation of income to the General Partner, which
was 3.23% of net income before minority interest for the three-month periods
ended June 30, 1997 and 1996, respectively, is based on its percentage of cash
distributions from available cash at the end of each quarter.

(c) On July 10, 1997, the Partnership declared a cash distribution of $0.75 per
unit for the second quarter of 1997, to be paid on August 14, 1997 to
unitholders of record on July 31, 1997.

(d) As discussed in Note 4 to the Partnership's consolidated financial
statements for the year ended December 31, 1996, certain of the Partnership's
shippers have filed civil suits and initiated Federal Energy Regulatory
Commission ("FERC") complaint proceedings alleging, among other things, that the
shippers were damaged by the Partnership's failure to fulfill alleged promises
to expand the East Line's capacity between El Paso, Texas and Phoenix, Arizona
to meet shipper demand. The FERC proceedings involve claims, among other things,
that certain of the Partnership's rates and charges on its East and West Lines
are excessive. To date, the complainants have filed testimony seeking
reparations for shipments between 1990 and 1994 aggregating approximately $35
million, as well as rate reductions of between 30% and 40% for shipments in 1995
and thereafter.

In June 1997, the Partnership entered into agreements with two of the
complainants, Chevron U.S.A. Products Company and Tosco Corporation, to settle
their claims in the FERC proceedings by making certain reparations and settle-
ment payments to these parties over five years and establishing lower
prospective rates for certain East and West Line interstate movements. The
agreements, which are to be filed as a comprehensive offer of settlement, are
subject to the approval of the FERC. While the proposed rate reductions would
have a material adverse effect on the Partnership's results of operations,
management does not believe that the terms of this comprehensive offer of
settlement, should it be approved and applied to all of the complainants, would
have a material adverse effect on the Partnership's financial condition,
liquidity and ability to maintain its quarterly cash distribution at the current
level.

While the Partnership believes it has meritorious defenses in the FERC
proceedings, the complainants are seeking amounts that, in the aggregate,
substantially exceed the Partnership's reserves and, because of the
uncertainties associated with the FERC rate-making methodology, management
cannot predict with certainty either whether the proposed comprehensive offer of
settlement will be approved by FERC or the ultimate outcome of the FERC
proceedings. As additional information becomes available,

                                      -4-
<PAGE>
 
it may be necessary for the Partnership to record additional charges to earnings
to maintain its reserves at a level deemed adequate at that time, and the costs
associated with the ultimate resolution of these matters could have a material
adverse effect on the Partnership's results of operations, financial condition,
liquidity and ability to maintain its quarterly cash distribution at the current
level.

In the remaining civil action, brought by El Paso Refinery, L.P. ("El Paso") and
its general partner, El Paso Refining, Inc. ("EPRI"), the Partnership has
entered into an agreement with the El Paso bankruptcy trustee to settle all of
the claims raised by El Paso and its general partner. The agreement was approved
by the bankruptcy court in April 1997 and, in July 1997, the time for any
further appeals expired, and the orders of the bankruptcy court became final. As
the amount of the settlement exceeded the amount that had previously been
reserved for this matter, the Partnership recorded a provision of $6 million to
reflect this settlement during the first quarter of 1997. Under the terms of the
settlement agreement, two equal installments of $8.0 million are payable by the
Partnership in September 1997 and June 1998.

(e) As discussed in Note 4 to the Partnership's consolidated financial
statements for the year ended December 31, 1996, the Partnership's
transportation and terminal operations are subject to extensive regulation under
federal, state and local environmental laws concerning, among other things, the
generation, handling, transportation and disposal of hazardous materials, and
the Partnership is, from time to time, subject to environmental cleanup and
enforcement actions.

The Partnership's accompanying balance sheet includes reserves for environmental
costs that relate to existing conditions caused by past operations. Estimates of
the Partnership's ultimate liabilities associated with environmental costs are
particularly difficult to make with certainty due to the number of variables
involved, including the early stage of investigation at certain sites, the
lengthy time frames required to complete remediation at most locations, the
number of parties involved, the number of remediation alternatives available,
the uncertainty of potential recoveries from third parties and the evolving
nature of environmental laws and regulations.

Based on the information presently available, it is the opinion of management
that the Partnership's environmental costs, to the extent they exceed recorded
liabilities, will not have a material adverse effect on the Partnership's
financial condition; nevertheless, it is possible that the Partnership's results
of operations in particular quarterly or annual periods could be materially
affected as additional information becomes available.


             MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Months Ended June 30, 1997 Compared to 1996 Period

The Partnership reported net income for the three months ended June 30, 1997 of
$20.6 million, compared to net income of $19.8 million in the 1996 quarter.
Revenues for the second quarter of 1997 of $63.4 million were $2.6 million, or
4%, above the corresponding 1996 quarter's level. Trunk revenues were $1.9
million higher than in the 1996 period due to higher volumes. Total volumes
transported increased 5% compared to the 1996 period. Commercial volumes were
higher than in the

                                      -5-
<PAGE>
 
1996 quarter due to abnormally low product inventory levels at the end of the
first quarter which contributed to the second quarter's strong volume
performance. Military volumes were 16% below the 1996 quarter primarily due to a
change in the military's supply source from the San Francisco Bay Area to the
Pacific Northwest for certain bases and reduced military activity.

Operating expenses of $33.7 million were $2.0 million, or 6%, higher than in the
1996 quarter with higher field operating expenses ($4.4 million) being partially
offset by lower general and administrative expenses ($2.2 million) and
facilities costs ($0.2 million). The increase in field operating expenses is
primarily attributable to higher environmental costs and pipeline and tank
maintenance costs, partially offset by reductions in certain other field costs.
General and administrative expenses decreased largely due to lower outside legal
costs partially offset by higher employee benefit costs. Facilities costs
decreased due primarily to lower right-of-way rental costs.

Other income, net increased by $0.2 million compared to the 1996 period
primarily due to interest income received from property tax refunds.

Six Months Ended June 30, 1997 Compared to 1996 Period

The Partnership reported net income for the six months ended June 30, 1997 of
$30.8 million, compared to net income of $35.3 million in the prior year period,
with the variance being primarily due to a $6.0 million provision for litigation
costs recorded during the first quarter of 1997. Excluding the provision,
adjusted net income for the six months ended June 30, 1997 was $36.6 million.
Revenues of $119.4 million were $2.1 million, or approximately 2%, above the
1996 period. Trunk revenues were $1.6 million higher than in 1996 due to higher
volumes. Total volumes transported increased 2% compared to the 1996 period,
with commercial volumes 3% higher and military volumes about 20% lower than in
1996 primarily due to the change in the military's supply source from the San
Francisco Bay Area to the Pacific Northwest for certain bases, reduced military
activity and curtailed activity related to weather during the first quarter of
1997.

Operating expenses of $71.1 million were $7.5 million higher than in the 1996
period, due largely to the provision for litigation costs. Excluding the
provision, operating expenses would have been $1.5 million, or 2.4% higher than
in 1996, with higher field operating expenses ($5.9 million) being partially
offset by lower general and administrative expenses ($2.7 million), facilities
costs ($1.4 million), and power costs ($0.2 million). The increase in field
operating expenses is primarily attributable to higher environmental costs and
pipeline and tank maintenance costs, partially offset by reductions in certain
other field costs. General and administrative expenses decreased largely due to
lower outside legal costs. Facilities costs decreased due primarily to property
tax refunds and lower right-of-way rental costs. The decrease in power costs is
primarily due to reduced use of drag reducing agent.

Other income, net increased by $0.6 million compared to the 1996 period
primarily due to interest income received from property tax refunds.


Financial Condition

For the six months ended June 30, 1997, cash and cash equivalents decreased by
$4.6 million. Cash flow from operations before working capital changes totaled
$43.8 million for the six months, an increase of $6.6 million from the prior
year period due primarily to payment of settlement costs related

                                      -6-
<PAGE>
 
to the Sparks, Nevada environmental site and deferred right-of-way lease
negotiation costs in 1996. Working capital cash requirements increased by $4.9
million from the corresponding 1996 period, primarily due to the purchase of
noncash short-term investments of $4.7 million, timing differences in the
collection of trade and nontrade receivables and payment of accrued obligations.

Significant uses of cash included cash distributions of $30.7 million and
capital expenditures of $7.0 million. Total capital expenditures for 1997 are
projected at approximately $28 million. Total cash and cash equivalents of $37.5
million at June 30, 1997 included $15.4 million for the second quarter 1997
distribution to be paid to unitholders in August 1997.

Long-term debt aggregated $355 million at June 30, 1997 and consisted of $305
million of First Mortgage Notes (the "Notes") and a $50 million borrowing under
the Partnership's bank term credit facility. The Partnership intends to
refinance some or all of the remaining Notes as the various series become
payable. To facilitate such refinancing and provide for additional financial
flexibility, the Partnership extended and expanded it's multi-year credit 
facility to an aggregate borrowing limit of $175 million in August 1997. 

Other Matters

Reference is made to Notes (d) and (e) to the Partnership's notes to
consolidated financial statements, beginning on page 4 of this Report, and to
Part II, Item 1 of this Report, for discussions of the status of the FERC
proceedings, El Paso civil litigation and certain environmental matters.



                          PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to Item 3 in the Partnership's 1996 Annual Report on Form 10-K
for background information on certain litigation.


FERC Proceedings

As of June 25, 1997, the Partnership had reached agreements with two of the
complainants, Chevron U.S.A. Products Company and Tosco Corporation, to settle
their claims in the FERC proceedings. Those proceedings have been pending since
September 1992. The agreements which are to be filed with the FERC as a
comprehensive offer of settlement, are subject to the approval of the FERC.
Details of the terms of the agreements will be disclosed when filed with the
FERC. Broad based settlement discussions are continuing, but to date agreement
has not been reached with the remaining complainants.

In a separate proceeding at the FERC, Texaco Refining and Marketing, et al. vs
                                                                     -----
SFPP, L.P., involving the issue of jurisdiction of the Partnership's pipelines
upstream of its Watson, California station origin point, the FERC, on appeal by
the complainants, in a decision issued August 5, 1997, reversed the March 28,
1997 decision of the Administrative Law Judge and found the Partnership's
pipelines at

                                      -7-
<PAGE>
 
issue to be subject to the jurisdiction of the FERC. The Partnership was ordered
to make a tariff filing within 60 days to establish an initial interstate rate
for these facilities.

East Line Civil Litigation

Settlement of the remaining civil action, brought by El Paso Refinery, L.P. ("El
Paso"), and its general partner, El Paso Refining, Inc. ("EPRI"), has been
finalized. On February 25, 1997, the Partnership entered into an agreement with
the El Paso bankruptcy trustee, which, subject to the approval of the bankruptcy
court, would settle all claims raised by El Paso and EPRI in exchange for the
payment of $16 million by the Partnership in two equal installments. On April
21, 1997, the bankruptcy court approved the settlement, but EPRI filed a notice
of appeal of the order imposing the settlement on EPRI. On July 16, 1997, the
bankruptcy court approved a settlement between El Paso and EPRI, which resulted
in EPRI withdrawing its appeal. On July 27, 1997, the time for any further
appeals expired, and the orders of the bankruptcy court became final. Under the
terms of the settlement agreement, two equal installments of $8.0 million are
payable by the Partnership in September 1997 and June 1998.

California Public Utilities Commission Proceeding

A complaint was filed with the California Public Utilities Commission on April
7, 1997 entitled ARCO Products Company, Mobil Oil Corporation and Texaco
Refining and Marketing Inc. vs. SFPP, L.P. The complaint challenges rates
charged by the Partnership for transportation of refined petroleum products
through its pipeline system in the State of California and requests prospective
rate adjustments. A procedural schedule has been established with hearings
before the Administrative Law Judge scheduled in mid-January 1998. Management 
believes the Partnership has substantial defenses against the claims raised in 
the complaint and intends to litigate this matter vigorously.

Other

With respect to the judicial reference proceeding to determine the rent payable
by the Partnership for the use of pipeline easements on rights-of-way held by
Southern Pacific Transportation Company ("SPTC"), the judge issued a Statement
of Decision and Judgment on May 7, 1997 that reaffirmed the conclusions set
forth in his January 1997 Statement of Tentative Decision. This Statement of
Decision and Judgment was filed on June 30, 1997 with the Superior Court for the
County of San Francisco, under which court's jurisdiction it is subject to
appeal by SPTC. On May 30, 1997, SPTC filed a motion for a new trial and the
motion was denied on June 26, 1997. SPTC filed a Motion of Appeal on July 21,
1997.


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

(a)  The following document is filed as part of this report:

     Exhibit 27   Financial Data Schedule as of and for the six months ended
                  June 30, 1997.

(b)  Reports on Form 8-K filed during the quarter ended June 30, 1997: None

                                      -8-
<PAGE>
 
                                   SIGNATURE

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

                        SANTA FE PACIFIC PIPELINE PARTNERS, L.P.
                                        (Registrant)

                        By: Santa Fe Pacific Pipelines, Inc., as General Partner


Date:  August 13, 1997  By: /s/ BARRY R. PEARL
                           -----------------------------   
                                Barry R. Pearl
                           Senior Vice President, Treasurer
                              and Chief Financial Officer
                             (On behalf of the Registrant)

                                      -9-