The information contained in Item 2 updates, and you should read it in conjunction with, information disclosed in our 2007 Annual Report on Form 10-K, and the financial statements and notes presented in Item 1 of this Quarterly Report on Form 10-Q.

In November 2007, we completed an initial public offering of our common units. In conjunction with our formation, El Paso contributed to us 100 percent of WIC, an interstate natural gas system, as well as 10 percent interests in each of El Paso's SNG and CIG interstate natural gas pipeline systems. We have presented WIC's financial information for all periods in the El Paso Pipeline Partners, L.P. financial statements. We began recording earnings from unconsolidated affiliates from our 10 percent ownership interests in CIG and SNG from the date of their contribution in November 2007. Since our interests in CIG and SNG are not reflected for periods prior to November 2007, the historical results of operations and the period to period comparison of results may not be indicative of future results. For a further discussion of the composition of our assets, contracts and revenues, see our 2007 Annual Report on Form 10-K.

Update of Growth Projects. We intend to grow our business through organic and greenfield expansion opportunities and through strategic asset acquisitions from third parties, El Paso or both. As of March 31, 2008, WIC, CIG and SNG have significant expansion projects in progress. The information provided below provides significant updates on the progress of expansion projects more fully described in our Annual Report on Form 10-K.

WIC. The WIC Kanda lateral and related compression project was placed in service in January 2008. In the first quarter of 2008, we spent approximately $39 million to complete the expansion project at a total estimated completion cost of $191 million.

WIC also expects to spend approximately $44 million in 2008 on two contracted expansion projects consisting of the following:

· Medicine Bow. We estimate the total cost of the project will be approximately $37 million and currently expect to place this project in-service in September 2008.

· Piceance Lateral Expansion. We estimate the total cost of the project will be approximately $62 million and expect to place this project in-service in the fourth quarter of 2009. FERC approval is required for this project.

CIG. CIG expects to spend approximately $123 million (of which our share will be approximately $62 million) on contracted organic growth projects through 2012. Of this amount, $99 million (of which our share will be approximately $10 million) will be spent in 2008 on joint investments to develop new transmission and storage facilities in Colorado through its 50 percent ownership in WYCO. These projects include the:

· High Plains Pipeline. The FERC approved this project in March 2008 and construction began in April. The estimated total cost of this project is $198 million, with $99 million to be paid by CIG (of which our share will be approximately $10 million). The estimated in-service date is November 2008.

· Totem Gas Storage. The FERC approved this project in April 2008 and construction is expected to begin by June 2008. The estimated total cost of this project is $133 million, with $67 million to be paid by CIG (of which our share will be approximately $7 million), and the estimated in-service date is July 2009.

SNG. SNG expects to spend approximately $505 million (of which our share will be approximately $51 million) on contracted organic growth projects through 2012. Of this amount, $71 million (of which our share will be approximately $7 million) will be spent in 2008 on contracted expansion projects consisting of the following:

· Cypress Phase II. The Cypress Phase II project has an estimated cost of $20 million (of which our share will be approximately $2 million). The Cypress Phase II project began construction in September 2007 and was placed in service in May 2008. FERC approval for this project has been received.

· Cypress Phase III. The Cypress Phase III expansion project has an estimated cost of $85 million (of which our share will be approximately $8 million). A FERC certificate has been issued for the project. Construction of Cypress Phase III is at the option of BG LNG Services. If BG LNG Services elects to have SNG build Cypress Phase III, then construction is expected to commence in 2010 with an in-service date of January 2011.

· South System III. The South System III expansion project will be completed in three phases at a total estimated cost of $285 million (of which our share will be approximately $29 million). SNG anticipates filing an application with the FERC during the fourth quarter of 2008 for certificate authorization to construct and operate these facilities. The project has estimated in-service dates of December 2010 for Phase I, June 2011 for Phase II and June 2012 for Phase III.

· Southeast Supply Header. The Southeast Supply Header project will be jointly owned by SNG, Spectra Energy Corp and CenterPoint Energy. The estimated cost to SNG for this project is $185 million (of which our share will be approximately $19 million). This project is expected to be completed in two phases. The FERC issued an order approving the first phase in September 2007. The estimated in-service dates are July 2008 for Phase I and October 2010 for Phase II.

For a further discussion of our various regulatory, development and operational risks, see our 2007 Annual Report on Form 10-K.

CIG and SNG will fund their expansion capital needs with amounts repaid from their notes receivable under the cash management program with El Paso together with capital contributions from their partners, including us. For a further discussion of the capital requirements of our unconsolidated affiliates, see Liquidity and Capital Resources below.

We and El Paso use earnings before interest expense and income taxes (EBIT) as a key measure to assess the operating results and effectiveness of our businesses, including the results of the entities in which we hold investments. We believe EBIT is useful to our investors because it allows them to more effectively evaluate our operating performance using the same performance measure used by us and El Paso management. We define EBIT as net income adjusted for (i) items that do not impact our income from continuing operations, (ii) interest and debt expense, net, (iii) affiliated interest expense, net, and (iv) income taxes. We exclude interest and debt expense from this measure so that our investors may evaluate our operating results independently from our financing methods. EBIT may not be comparable to measurements used by other companies. Additionally, EBIT should be considered in conjunction with net income and other performance measures such as operating income or operating cash flows.

Below is a reconciliation of our EBIT to net income, our throughput volumes and an analysis and discussion of our results for the quarter ended March 31, 2008 compared with the same period in 2007.

                                               2008                    2007
                                               (in millions, except volumes)
Operating revenues                        $          33.7         $          26.4
Operating expenses                                   15.5                    15.5
Operating income                                     18.2                    10.9
Earnings from unconsolidated affiliates              15.1                       -
Other income (expense), net                          (0.1 )                   0.7
EBIT                                                 33.2                    11.6
Interest and debt expense, net                       (5.6 )                  (1.5 )
Net income                                $          27.6         $          10.1

WIC throughput volumes (BBtu/d)(1)                  2,418                   2,066


____________

(1) Throughput volumes include 177 BBtu/d and 232 BBtu/d transported by WIC on behalf of CIG for the periods ended March 31, 2008 and 2007.

EBIT Analysis.

                                                     Quarter Ended March 31
                                                            Variance
                                                                                 EBIT
                                           Revenue      Expense      Other      Impact
                                                     Favorable/(Unfavorable)
                                                          (In millions)
Transportation revenues                   $     0.8     $      -     $    -     $   0.8
Expansions                                      6.5         (3.0 )     (0.2 )       3.3
Operational gas and revaluations                  -          3.6          -         3.6
Earnings from unconsolidated affiliates           -            -       15.1        15.1
Other(1)                                          -         (0.6 )     (0.6 )      (1.2 )
Total impact on EBIT                      $     7.3     $      -     $ 14.3     $  21.6


____________

(1) Consists of individually insignificant items.

Transportation revenues. For the quarter ended March 31, 2008, we experienced increased demand for firm capacity on WIC's Medicine Bow lateral compared with the same period in 2007.

Expansions. During the quarter ended March 31, 2008, our EBIT was positively impacted by the completion of the Kanda lateral and related compression and increased contracted capacity on the Piceance lateral.

Operational gas and revaluations. For the quarter ended March 31, 2008, WIC benefited from increasing natural gas prices on its fuel and related gas balance items owed from shippers and other interconnecting pipelines. Conversely, during the same quarter in 2007, WIC experienced a loss due to rising natural gas prices on amounts it owed to shippers and other interconnecting pipelines for fuel and related gas balance items. Effective April 1, 2008, WIC implemented a FERC-approved fuel and related gas cost recovery mechanism that is expected to reduce future earnings volatility resulting from these items.

Earnings from Unconsolidated Affiliates. For the quarter ended March 31, 2008, we recorded equity earnings of $5.7 million from CIG and $9.4 million from SNG. We began recording equity earnings in November 2007, when these interests were contributed to us from El Paso.

Interest and Debt Expense

For the quarter ended March 31, 2008, interest and debt expense relates primarily to amounts borrowed under our credit facility. Interest and debt expense under our credit facility for the quarter ended March 31, 2008 was $5.6 million based on an average balance of $473 million and an average rate of 4.5%.

For the quarter ended March 31, 2007, interest and debt expense relates to amounts borrowed under the El Paso cash management program. Affiliated interest expense, before amounts capitalized, for the quarter ended March 31, 2007 was $1.7 million based on an average advance balance of $114.3 million and an average short-term rate of 5.9%. In 2007, WIC repaid the outstanding balance in El Paso's cash management program and no longer participates in that program.

We use a non-GAAP financial measure "Cash Available For Distribution" to measure the amount of cash we can distribute to our unitholders. We define Cash Available For Distribution as Adjusted EBITDA less cash interest expense, maintenance capital expenditures, cash reserves, and other income and expenses, net, which primarily includes a non-cash allowance for funds during construction. Cash Available For Distribution does not reflect changes in working capital balances. Adjusted EBITDA is defined as net income plus depreciation and amortization expense, interest and debt expense, net of interest income and the partnership's 10 percent share of distributions declared by CIG and SNG for the applicable period, less equity in earnings of CIG and SNG.

We also believe that the non-GAAP financial measure described above is useful to investors because this measurement is used by many companies in the industry as a measurement of operating and financial performance and is commonly employed by financial analysts and others to evaluate the operating and financial performance of the partnership and to compare the operating and financial performance of the partnership with the performance of other publicly traded partnerships within the industry.

Cash Available For Distribution should not be considered an alternative to net income, earnings per unit, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP. Cash Available For Distribution excludes some, but not all, items that affect net income and operating income and this measure may vary among other companies. Therefore, Cash Available For Distribution as presented may not be comparable to a similarly titled measure of other companies. Furthermore, while Cash Available For Distribution is a measure we use to assess our ability to make distributions to our unitholders, it should not be viewed as indicative of the actual amount of cash that we have available for distributions or that we plan to distribute for a given period.

The table below provides our calculation of Cash Available For Distribution for the quarter ended March 31, 2008.

                                                                        Quarter Ended
                                                                       March 31, 2008
                                                                        (in millions)
Net Income                                                             $          27.6
Add: Interest and Debt Expense                                                     5.6
EBIT                                                                              33.2
Add:
  Depreciation and amortization                                                    6.2
  Distributions declared by CIG and
SNG                                                                               13.3
Less:
 Equity earnings from CIG and
SNG                                                                               15.1

Adjusted EBITDA                                                                   37.6

Less:
Cash interest expense,
net                                                                                5.6
Maintenance capital
expenditures                                                                       0.6
Other, net                                                                         6.5

Cash available for
distribution                                                           $          24.9

For a further discussion of our commitments and contingencies, See Item 1, Financial Statements, Note 5 which is incorporated herein by reference.

Overview. Our ability to finance our operations, including our ability to make cash distributions, fund capital expenditures, make acquisitions and satisfy our indebtedness depends on our ability to generate cash. Our ability to generate cash is subject to a number of factors, some of which are beyond our control.

Our sources of liquidity currently include cash generated from our operations, quarterly cash distributions received from our equity investees, CIG and SNG, and available borrowing capacity under our $750 million credit facility which is expandable to $1.25 billion for certain expansion projects and acquisitions. We may also generate additional sources of cash through future issuances of additional partnership units and/or future debt offerings. Prior to our initial public offering, WIC had funding available through El Paso and its subsidiaries' cash management program, which was repaid in connection with our formation. CIG and SNG, our investees, participate in El Paso's cash management programs and are required to make quarterly distributions of their available cash to their partners including us.

We believe that cash flow from operating activities, including the cash distributions received from CIG and SNG, and availability under our credit facility will be adequate to meet our operating needs, our cash distributions requirements to our partners, our planned short-term capital and debt service requirements, and our planned expansion opportunities. For 2008, we anticipate CIG and SNG will utilize amounts recovered from their notes receivable under the cash management program with El Paso to fund their capital investment needs.

Overview of Cash Flows. Our cash flow activities for the periods ended March 31, 2008 and 2007 were as follows:

                                                          Quarter Ended
                                                            March 31,
                                                        2008        2007
                                                          (In millions)
           Net cash provided by operating activities   $  18.9     $  15.3
           Net cash used in investing activities         (43.1 )     (36.6 )
           Net cash provided by financing activities      28.8        21.3

Operating Activities. For the quarter ended March 31, 2008 as compared to the same period in 2007, cash flow from operating activities was higher as a result of the impact of the Kanda lateral and related compression expansion project placed into service in January 2008 and the impact of increased contracted capacity on the Piceance lateral. In addition, we received cash distributions from CIG and SNG of $3.6 million.

Working Capital. As of March 31, 2008, we had a working capital surplus of $6.5 million compared to a working capital deficiency of $26.4 million at December 31, 2007. The change in working capital at March 31, 2008, was due primarily to payments of amounts previously accrued for the Kanda lateral expansion, which was funded by borrowings under our credit facility.

Investing Activities. Our investing activities in each period relate primarily to expansions of our system. In both 2008 and 2007, these expenditures related primarily to the completion of our Kanda lateral and mainline compression expansion.

Capital Expenditures. Our cash capital expenditures for the period ended March 31, 2008 and our estimates of capital expenditures for the remainder of 2008 are as follows:

                               Quarter Ended        Remaining
                               March 31, 2008         2008         Total
                                             (In millions)
                Maintenance   $            0.6     $       1.6     $  2.2
                Expansion                 42.4            37.3       79.7
                Total         $           43.0     $      38.9     $ 81.9

Our expected remaining 2008 expansion capital expenditures of $37.3 million include costs for our Medicine Bow and Piceance lateral expansions. We are also evaluating additional projects. We also expect to spend between approximately $2 million and $3 million in each of the next three years beginning in 2008 for maintenance capital expenditures. While we expect to fund these maintenance capital expenditures through internally generated funds, we intend to fund our expansion capital expenditures through borrowings under our credit facility, debt and/or equity offerings or a combination thereof.

Financing Activities. Net cash provided by financing activities related primarily to additional borrowings under our credit facility of $40 million and distributions to unitholders of $11 million. We have $495 million outstanding under our credit facility as of March 31, 2008. These borrowings have an interest rate of LIBOR plus 0.525 percent based on our leverage. We also pay an annual commitment fee of 0.125 percent. At March 31, 2008, our all-in borrowing rate was 3.3 percent.

Unconsolidated Affiliates

Capital Requirements. CIG's and SNG's sources of cash primarily include cash provided by operations, amounts available from notes receivable under El Paso's cash management program, and/or contributions from CIG's and SNG's partners (including us), if necessary. CIG's and SNG's uses of cash primarily include capital expenditures, debt service, and distributions to partners. We currently expect CIG and SNG to fund 100 percent of their 2008 expansion capital expenditures by using cash proceeds from the recovery of notes receivable outstanding under their cash management program with El Paso.