QUESTAR PIPELINE CO - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1993 OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM TO

Commission File No. 0-14147

QUESTAR PIPELINE COMPANY
(Exact name of registrant as specified in its charter)

State of Utah 87-0307414
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

79 South State Street, P.O. Box 11450, Salt Lake City, Utah 84147
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (801)530-2400

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None

SECURITIES REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933:
9 7/8% Debentures due 2020
9 3/8% Debentures due 2021

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

State the aggregate market value of the voting stock held by
nonaffiliates of the registrant as of March 28, 1994. $0.

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of March 28, 1994.
6,550,843 shares of Common Stock, $1.00 par value. (All shares
are owned by Questar Corporation.)

Registrant meets the conditions set forth in General
Instruction (J)(1)(a) and (b) of Form 10-K and is therefore
filing this Form 10-K Report with the reduced disclosure format.

TABLE OF CONTENTS

Heading Page

PART I

Items 1.
and 2. BUSINESS AND PROPERTIES
General 1
Transmission System 2
Sales for Resale and Gas Supply 3
Transportation 4
Gathering 6
Storage 6
Regulatory Environment 7
Competition 9
Employees 10
Relationships with Affiliates 10

Item 3. LEGAL PROCEEDINGS 10

Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 10

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS 11

Item 6. (Omitted) 11

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION 12

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA 16

Item 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 16

PART III

Items
10-13. (Omitted) 16

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K 16

SIGNATURES 38

FORM 10-K

ANNUAL REPORT, 1993

PART I

ITEMS 1 AND 2. BUSINESS AND PROPERTIES

General

Questar Pipeline Company (Questar Pipeline or the Company)
is an interstate pipeline company that restructured its
operations and activities during 1993 in response to Order No.
636 issued by the Federal Energy Regulatory Commission (the
FERC). The Company discontinued its gas acquisition and sale-
for-resale activities effective September 1, 1993. The Company
is in a transition period in which it is reshaping its focus,
taking increased advantage of its strategic location with access
to major producing areas and major pipelines, and expanding the
size of its base-load storage reservoir.

Questar Pipeline is a wholly owned subsidiary of Questar
Corporation (Questar). It is engaged in the gathering,
processing, transportation, and storage of natural gas in the
Rocky Mountain states of Utah, Wyoming and Colorado. As a
"natural gas company," the Company is subject to regulation by
the FERC pursuant to the Natural Gas Act of 1938, as amended, and
certain other federal legislation.

Prior to September 1, 1993, the Company purchased gas for
resale to its affiliate and only sale-for-resale customer,
Mountain Fuel Supply Company (Mountain Fuel). As an open-access
pipeline, Questar Pipeline transports gas for affiliated and
unaffiliated customers. It also operates the Clay Basin storage
project, which is a large underground storage project in
northeastern Utah, and other underground storage operations in
Utah and Wyoming. The Company is involved in two partnerships,
Overthrust Pipeline Company (Overthrust Pipeline) and
TransColorado Gas Transmission Company (TransColorado). In
February of 1994, Questar Pipeline announced its participation in
a third partnership that was organized to construct and operate
the "Western Market Center" near the Company's facilities at
Muddy Creek in southwestern Wyoming.

The Company has significant business relationships with its
affiliates, particularly Mountain Fuel. Mountain Fuel, a
regulated local distribution company that serves over 550,000
customers in Utah and southwestern Wyoming, has reserved
approximately 800,000 decatherms (Dth) per day of firm capacity
on the Company's transmission system. (A Dth is an amount of
heat energy equal to 10 therms or one million Btu. In the
Company's system, each thousand cubic feet of gas (Mcf) equals
approximately 1.07 Dth.) Questar Pipeline transports natural gas
owned by Mountain Fuel and produced from properties operated by
Wexpro Company (Wexpro), another affiliate, as well as the
natural gas volumes purchased directly by Mountain Fuel from
field producers. The Company also transports volumes that are
marketed by Universal Resources Corporation (Universal
Resources), another affiliate. Universal Resources and the
Company are co-owners of Questar WMC Corporation (Questar WMC), a
new entity that was organized to be the named partner for the
partnership behind the Western Market Center.

The following diagram sets forth the corporate structure of
the Company and certain affiliates:

Questar Corporation
Questar Pipeline Company
Questar TransColorado, Inc.
Questar WMC Corporation
Universal Resources Corporation
Questar WMC Corporation
Mountain Fuel Supply
Entrada Industries, Inc.
Celsius Energy Company
Wexpro Company
Questar Service Corporation

The major activities of Questar Pipeline are described in
more detail below:

Transmission System

The Company's transmission system includes 1,775 miles of
transmission lines that interconnect with other pipelines and
that link various producers of natural gas with Mountain Fuel's
distribution facilities in Utah and Wyoming. The system includes
two major portions, often referred to as the northern and
southern systems. The two segments are linked together and have
significant connections with other pipeline systems. The
northern segment extends from northwestern Colorado through
southwestern Wyoming into northern Utah; the southern segment of
the transmission system extends from western Colorado to Payson,
in central Utah. The total transmission mileage reported above
includes pipelines associated with the Company's storage fields
and tap lines used to serve Mountain Fuel.

The Company's pipelines, compressor stations, regulator
stations, and other transmission-related facilities are
constructed on properties held under long-term easements, rights
of way, or fee interests sufficient for the conduct of its
business activities.

The Company's transmission system is strategically located
in the Rocky Mountains near large reserves of natural gas. It is
referred to as a "hub and spoke system," rather than a "long-
line" pipeline, because it has multiple interconnections to other
major pipeline systems and has access to major producing areas.
Questar Pipeline's transmission system has connections with the
pipeline systems of Colorado Interstate Gas Company (CIG), the
middle segment of the Trailblazer Pipeline System (Trailblazer)
owned by Wyoming Interstate Company, Ltd. (WIC), Northwest
Pipeline Corporation (Northwest Pipeline), Williams Natural Gas
Company (Williams), and Kern River Gas Transmission Company (Kern
River). These connections have opened markets outside Mountain
Fuel's service area and allow the Company to transport gas for
others.

In addition to the transmission system described above,
Questar Pipeline has an 18 percent interest and is the operating
partner in Overthrust Pipeline, a general partnership that was
organized in 1979 to construct, own, and operate the Overthrust
Pipeline segment of Trailblazer. Trailblazer is a major 800-mile
pipeline that transports gas from producing areas in the Rocky
Mountains to the Midwest. The Overthrust Pipeline segment is the
first of Trailblazer's three segments; it is 88-miles in length
and extends from Whitney Canyon in southwestern Wyoming to the
vicinity of Rock Springs, Wyoming.

As the operating partner of Overthrust, the Company is
working to resolve some issues relating to its future use. Some
Overthrust partners are also shippers that are currently
obligated to pay demand costs for the shipment of volumes on
Overthrust despite the fact that minimal volumes are physically
shipped on it. One of the shippers, Columbia Gas Transmission
Corporation, which is an affiliate of an Overthrust partner,
Columbia Gulf Transmission Company, is in bankruptcy and is
attempting to buy out its obligations as a shipper.

Questar Pipeline owns and operates a major compressor
complex near Rock Springs, Wyoming, that compresses volumes of
gas from the Company's transmission system for delivery to the
WIC segment of the Trailblazer system and to CIG. The complex
has become a major delivery point on Questar Pipeline's system.
Five of the Company's natural gas lines are connected to the
system at the complex. In addition, both of CIG's Wyoming
pipelines and the WIC segment are connected to the complex.

The Company and its partners are continuing to pursue a
project announced in 1990 to build and operate the proposed
TransColorado Pipeline. (Questar TransColorado, Inc., the
Company's wholly owned subsidiary is the named partner.) Questar
Pipeline's partners include affiliates of Public Service Company
of Colorado and KN Energy, Inc. The proposed pipeline is 292
miles in length and would extend from the Piceance Basin in
western Colorado to northwestern New Mexico, where it would
interconnect with other major pipeline systems. As designed, the
pipeline could transport up to 300 million cubic feet (MMcf) of
gas per day from western Colorado and other producing basins in
Wyoming and Utah to California and midwestern and southwestern
markets. This project has received the necessary environmental
clearances; regulatory work is nearing completion. The parties
hope to begin construction of the line in 1995. These
expectations are contingent upon obtaining sufficient expressions
of interest from potential customers.

Questar Pipeline no longer has the only transmission system
with direct access to the major population centers in Utah. The
new Kern River pipeline became operational in late February of
1992. This line, built to transport gas from Wyoming to the
enhanced oil recovery projects in Kern County, California, runs
through the major population areas of Utah. At the current time,
however, no deliveries have been made from the Kern River line to
industrial customers in the Wasatch Front area of Utah.

Sales for Resale and Gas Supply

During the first eight months of 1993, Questar Pipeline sold
Mountain Fuel 24,337,000 Dth of gas, at an average price of $3.36
per Dth, compared to 38,981,000 Dth at an average price of $3.41
per Dth in 1992. Comparisons between 1992 and 1993 are
misleading, given Questar Pipeline's cessation of sales-for-
resale service effective September 1, 1993. Mountain Fuel,
however, did satisfy a higher percentage of its total gas
requirements with "cost-of-service" gas during the time period
that the Company was making sales for resale.

As a sales-for-resale customer, Mountain Fuel was
contractually committed to pay for the demand costs attributable
to the firm sales service on Questar Pipeline's system. Pursuant
to the Company's tariff on file with the FERC, Mountain Fuel paid
monthly demand charges to Questar Pipeline regardless of the
volumes actually taken.

The Company had diversified sources of supply and was not
dependent upon any single supplier. It had a balanced and varied
portfolio of approximately 100 gas supply contracts with field
producers located in southwestern Wyoming, eastern Utah, and
western Colorado. This gas supply was purchased to meet the
needs of Mountain Fuel; the contracts were transferred to
Mountain Fuel, with regulatory approval, effective September 1,
1993.

Some of the contracts had market responsive provisions that
permitted the purchaser to reduce prices or terminate the
agreement when contractual prices exceed market prices. Some
were "base load" contracts, while others were heating season
contracts. Mountain Fuel assumed responsibility for any "take-
or-pay" obligations or disputes and any litigation involving the
gas purchase contracts.

Questar Pipeline's average cost of purchased gas decreased
from $2.53 per Dth in 1992 to $2.28 per Dth in 1993. This
decrease in average cost was directly attributable to the 1993
termination of one of the Company's highest price contracts.

Transportation

Questar Pipeline's largest transportation customer is
Mountain Fuel. During 1993, the Company transported 65,061,000
Dth for Mountain Fuel, compared to 33,883,000 Dth in 1992. These
transportation volumes include Mountain Fuel's cost-of-service
gas produced by Wexpro, as well as volumes purchased by Mountain
Fuel directly from field producers after September 1, 1993.
Again, comparisons between 1992 and 1993 are misleading, given
Questar Pipeline's cessation of sales-for-resale service,
effective September 1, 1993.

Mountain Fuel converted its firm sales entitlement on
Questar Pipeline's transmission system to firm transportation
capacity, effective September 1, 1993. Mountain Fuel has a
reserved capacity of approximately 800,000 Dth per day, or
approximately 85 percent of Questar Pipeline's reserved daily
capacity, and will pay an annual demand charge of approximately
$49 million for such capacity plus "no-notice" transportation
capacity. Mountain Fuel only needs its total reserved capacity
during peak-demand situations. When it is not fully utilizing
its capacity, Mountain Fuel releases the capacity to others,
primarily industrial transportation customers and marketing
entities, and receives revenue credits from the Company, which
are estimated to be approximately $9 million in 1994.

The Company's total system throughput declined from
243,961,000 Dth in 1992 to 238,586,000 in 1993, with the decrease
attributable to a decrease in the volumes transported for
customers other than Mountain Fuel. These volumes decreased from
171,097,000 Dth in 1992 to 149,188,000 Dth in 1993. Questar
Pipeline lost some firm transportation customers during 1993.

Questar Pipeline recovers approximately 94 percent of its
transmission cost of service through demand charges from firm
transportation customers. In other words, these customers pay
for access to transportation capacity, rather than for the
volumes actually transported. Consequently, the Company's
throughput volumes do not have a significant impact on its short-
term operating results. Questar Pipeline is not significantly
affected by fluctuating demand based on the vagaries of weather
or commodity prices.

The Company does have limited opportunities for
interruptible transportation service. It, however, is obligated,
on an annual basis, to credit 90 percent of the revenues obtained
from such service to firm customers after it recovers $1.5
million in revenues associated with interruptible transportation
service through facilities that were included in its last general
rate case.

In order to comply with Order No. 636, Questar Pipeline
installed additional metering that permits "real time"
measurement of gas transported on its system and an electronic
bulletin board that allows interested parties to nominate for
capacity on such system. Questar Pipeline spent approximately $9
million on such equipment and can recover the costs associated
with this equipment upon filing its next general rate case and
establishing the prudency of such costs.

Questar Pipeline's transmission system is an open-access
system and has been since September of 1988. Order No. 636 and
the Company's tariff provisions require it to transport gas on a
nondiscriminatory basis when it has available transportation
capacity.

Questar Pipeline will continue to develop and build new
lines and related facilities that will allow it to meet customer
needs or to improve transportation services. During 1993, the
Company completed a new 13-mile line from its Muddy Creek
facilities to PacifiCorp's Naughton power plant near Kemmerer,
Wyoming. It has recently announced a project to expand its
southern transmission system to meet market demand for
transportation of natural gas volumes from the Piceance Basin in
western Colorado. The project will involve upgrading a section
of the system as well as installing additional compression and
interconnection with CIG and Northwest Pipeline. The Company's
announced plan to construct a line running from its Clay Basin
storage reservoir to its major compressor complex near Rock
Springs, Wyoming during 1993 was postponed due to lack of
customer support. See "Regulatory Environment" for a discussion
of "at-risk" conditions imposed by the FERC on new construction
projects.

The strategic location of the Company's transmission system
in the Rocky Mountain area and its connections with other major
pipelines have allowed the Company to transport gas for
nonaffiliated customers and to play a role in new projects. The
Western Market Center is the latest example of a project in which
Questar Pipeline's strategic location is permitting it to expand
its activities.

Through a jointly owned subsidiary, Questar WMC, the Company
and Universal Resources are involved with Tenneco, Inc. and
Entech, Inc. (a division of Montana Power Company) to develop and
operate the Western Market Center at the Muddy Creek pipeline hub
in southwestern Wyoming. Several pipelines are located in and
interconnected with each other in the area. The location is
close to major market areas and significant gas supply basins.

The partners expect the new market center to be operational
in late 1994. It will offer a variety of services such as
wheeling, peaking, parking, balancing, and title tracking. The
Western Market Center will include a new header facility that
will allow pipelines to flow gas in several directions. It will
also include a sophisticated electronic bulletin board that will
provide customers such as local distribution companies and
industrial users with up-to-date information on prices (cash and
futures) and supply alternatives.

Gathering

The Company provides gathering services for Mountain Fuel
and other customers under rates that were unbundled from sales-
for-resale rates in late 1991. In 1993, Questar Pipeline earned
revenues of $20,386,000 for gathering services, compared to
$17,822,000 in 1992.

During 1993, Questar Pipeline spent $5,743,000 to expand its
gathering activities by installing new facilities (including
dehydration units as well as laterals) at several different areas
in southwestern Wyoming and eastern Utah. It plans to spend
$16,300,000 in 1994 to expand gathering facilities.

See "Regulatory Environment" for a discussion of the FERC's
efforts to regulate gathering and the Company's position.

Storage

Underground storage was historically important to pipelines
in order to avoid take-or-pay problems, to provide supplies of
gas during periods of high gas demand, and to balance the system
on a daily basis. Gas is injected into underground formations
during periods of low demand and withdrawn during periods of high
demand. The restructuring of the pipeline industry, which has
been occurring for several years and climaxed during the fall of
1993, significantly increased the importance of storage to other
customers, including local distribution companies and marketing
entities.

Questar Pipeline's Clay Basin storage facility in
northeastern Utah illustrates the growing significance of
underground storage and the transition in the industry. The
storage reservoir was originally designed to meet the needs of
interstate pipelines, primarily Northwest Pipeline. When it
began operating in 1977, it had a certificated capacity of 100
billion cubic feet (Bcf), but the actual utilization rate was
significantly lower.

During the period from 1988 to 1993, Northwest Pipeline
restructured its system and needed less storage capacity.
Questar Pipeline began offering interruptible storage service to
additional customers and has been providing full open-access
storage service at Clay Basin since June of 1991. One Seattle-
based local distribution company, Washington Natural Gas Company
(Washington Natural), signed a 22-year contract for 9.8 Bcf of
firm working gas storage capacity per year in 1991.

In early 1993, the Company offered additional working gas
capacity of approximately 10.3 Bcf, which, together with the
necessary cushion gas, would utilize the full certificated gas-
in-place capacity of 100 Bcf. (Working gas is gas that is
injected and withdrawn. Cushion gas is gas in the formation that
is necessary to maintain pressure and is not withdrawn under
normal operating conditions.) The success of these efforts
motivated Questar Pipeline to request regulatory approval to
expand Clay Basin's certificated capacity to 110 Bcf and to add
the necessary compressors and storage laterals to expand the
working gas capacity from 31 Bcf to 46 Bcf. Questar Pipeline's
application was fully supported by firm service customers.
Consequently, it was granted the necessary certification in
November of 1993.

The Company is currently installing the necessary equipment
and plans to inject the additional cushion gas to support the
increased working gas capacity as soon as the facilities are
completed. It expects to have the expansion completed in time
for working gas to be injected prior to the 1994-95 heating
season.

The storage capacity at Clay Basin is fully subscribed.
Mountain Fuel currently has 7.0 Bcf of working gas capacity at
Clay Basin and will have 12.5 Bcf after the expansion. Questar
Pipeline reserved 3.0 Bcf for maintaining system operations.
Other large customers, in addition to Washington Natural and
Mountain Fuel, include Northwest Pipeline and BC Gas Inc., a
utility in British Columbia.

Questar Pipeline also owns and operates three smaller
storage reservoirs. These projects were developed to serve
Mountain Fuel's needs, and Mountain Fuel has 100 percent of the
working storage capacity in them. These small reservoirs are
used to supplement Mountain Fuel's gas supply needs on peak-days.

Regulatory Environment

The Company is a natural gas company under the Natural Gas
Act and is subject to the jurisdiction of the FERC as to rates
and charges for storage and transportation of gas in interstate
commerce, construction of new storage and transmission
facilities, extensions or abandonments of service and facilities,
accounts and records, and depreciation and amortization policies.
Questar Pipeline holds certificates of public convenience and
necessity granted by the FERC for the transportation and
underground storage of natural gas in interstate commerce and for
the facilities required to perform such operations.
This simple factual explanation of federal regulation does
not adequately account for the major transformation that has
occurred in the natural gas industry within the last several
years. Questar Pipeline, in common with other interstate
pipelines, chose to terminate its sale-for-resale function when
it implemented FERC Order No. 636. To comply with Order No. 636,
as amended, the Company restructured its tariff provisions to
provide for firm and interruptible transportation and storage
service, no-notice transportation service to former sales
customers, a capacity release mechanism for shippers and a
straight fixed-variable (SFV) rate methodology. It was also
required to release its upstream capacity, to provide flexible
receipt and delivery points for firm transportation customers,
and to provide an interactive electronic bulletin board to assist
with the administration of the new provisions.

The Company filed initial tariff provisions on October 1,
1992, and eventually convinced the FERC that it was necessary to
transfer its portfolio of gas purchase contracts and working gas
storage capacity to Mountain Fuel. Questar Pipeline's tariff
provisions to effect the requirements of Order No. 636 were
approved by the FERC effective September 1, 1993, subject to
minor tariff changes, which were subsequently approved. Questar
Pipeline worked closely with its customers, including Mountain
Fuel, to effect the transition as smoothly and efficiently as
possible.

When it was engaged in sales-for-resale activities and had a
purchased gas adjustment procedure, Questar Pipeline was required
to file a general rate case every three years. It is no longer
subject to this requirement. The Company wants to manage its
costs and revenues in order to defer or eliminate the need to
file a general rate case. Several competing factors must be
weighed when making a decision. The Company cannot recover its
costs of implementing Order No. 636 or its full cost accrual for
postretirement welfare benefits in the absence of a general rate
case. Other important considerations include actual revenue
generating capability, expectations of allowed return, and
revenue crediting issues.

In a post-Order No. 636 environment, Questar Pipeline cannot
expect to receive unconditioned regulatory approvals for new
construction proposals without the support of long-term firm
service agreements. The FERC is currently imposing at-risk
conditions on projects that lack such support. In other words,
the FERC is insisting that shareholders, not customers, absorb
any underrecovery of costs if the incremental revenues obtained
from a new project do not cover the costs. Given the change that
has already occurred in the industry and given the expectation of
additional change, customers are understandably wary of providing
pipelines with long-term contracts for firm service.

Questar Pipeline opposes the FERC's efforts to exercise
jurisdiction over gathering rates and services conducted by
pipelines and their affiliates. The FERC has opened a regulatory
proceeding and requested information from interested parties on
the subject. The Company strongly believes that the Natural Gas
Act of 1938, as amended, clearly excludes gathering activities
from the FERC's jurisdiction. It also maintains that competition
currently exists, often between unregulated entities and
pipelines, and that federal regulation is not necessary to
promote competition. All gathering services performed by the
Company are conducted on an individual contract basis, although
Questar Pipeline, under order of the FERC, has included a
statement of gathering rates in its tariffs.

Questar Pipeline has agreed to perform gathering services
for Mountain Fuel under a four-year agreement with a rate design
that varies from the SFV methodology previously approved by the
FERC. The agreement between the parties specifies a cost
allocation of 60/40 between reservation and usage charges,
respectively. The Company has filed the agreement with the FERC
and anticipates receiving the necessary approval.

Under the Natural Gas Pipeline Safety Act of 1968, as
amended, the Company is subject to the jurisdiction of the
Department of Transportation (DOT) with respect to safety
requirements in the design, construction, operation and
maintenance of its transmission and storage facilities. The
Company also complies with the DOT's drug testing regulations and
will comply with the DOT's alcohol testing regulations that are
scheduled to be effective January 1, 1995.

In addition to the regulations discussed above, Questar
Pipeline's activities in connection with the operation and
construction of pipelines, plants, and other facilities for
transporting, processing, or storing natural gas and other
products are subject to extensive environmental regulation by
state and federal authorities, including state air quality
control boards and the federal Environmental Protection Agency.
These compliance activities increase the cost of planning,
designing, installing and operating facilities.

Environmental compliance problems caused significant delays
in two Questar Pipeline construction projects--the Naughton line
and the Clay Basin expansion--during 1993. In both cases, the
Company believed it complied with written regulations, but was
required to provide additional information before obtaining the
necessary authorizations.

Competition

Competition for Questar Pipeline's transportation and
gathering services has intensified in recent years. Regulatory
changes, such as FERC Order No. 636, have significantly increased
customer flexibility and customer responsibility to directly
manage their gas supplies. The Company actively competes with
other interstate pipelines, intrastate pipelines, and gathering
companies to gather and transport gas volumes throughout the
intermountain region.

In common with Questar Pipeline, other pipeline companies
are interested in expanding their non-regulated (or less-
regulated) activities and are focusing attention on gathering and
field service activities. Other pipelines and marketing groups
are encroaching on the Company's historic service territory and
competing with Questar Pipeline for gathering. It is not
uncommon for wells to have connections with more than one
gathering system or for producers to insist that gathering
systems be tied to more than one pipeline.

Questar Pipeline's customers have access to a larger
universe of service options and providers. They are demanding
better service and more flexibility, forcing the Company to
improve its accounting processes and electronic communications,
to develop balancing and pooling arrangements, and to work with
other parties to develop some standard rules within the new
environment. The national pipeline grid has become more
integrated, even as competition among the pipelines has become
more aggressive.

The Company has several key assets that contribute to its
continued success. It has a strategically located and integrated
transmission system with interconnections to major pipeline
systems and with access to major producing areas and markets.
Questar Pipeline has the Clay Basin storage project, a
strategically located storage reservoir that has been
successfully operated since 1977 and that is being expanded in
response to interest from others. Questar Pipeline also has an
extensive gathering system developed to collect gas volumes from
producing wells as well as expertise in extracting hydrocarbon
liquids from natural gas.

Questar Pipeline has consistently established partnerships
with other players to share risks and expand opportunities. The
Overthrust Pipeline and TransColorado Pipeline projects involve
partners, most of which are significantly larger than the
Company. Questar Pipeline's latest partnership--the Western
Market Center--is another example of cooperative efforts.

Employees

As of December 31, 1993, the Company had 470 employees,
compared to 455 as of the end of 1992. None of these employees
is represented under collective bargaining agreements. The
Company participates in the comprehensive benefit plans of
Questar and pays the share of costs attributable to its employees
covered by such plans. Questar Pipeline's employee relations are
generally deemed to be satisfactory.

Relationships with Affiliates

There are significant business relationships between the
Company and its affiliates, particularly Mountain Fuel and
Universal Resources. These relationships are described above.
See Note I to the financial statements for additional information
concerning transactions between the Company and its affiliates.

The Company obtains data processing and communication
services from another affiliate, Questar Service Corporation,
under the terms of a written agreement. Questar Service worked
closely with the Company to develop the electronic bulletin board
that is currently being used by Questar Pipeline and its
customers. Questar, the Company's parent, provides certain
administrative services, e.g., personnel, legal, public
relations, financial, audit, and tax, to the Company and other
members of the consolidated group. A proportionate share of the
costs associated with such services is directly billed or
allocated to Questar Pipeline.

ITEM 3. LEGAL PROCEEDINGS

Questar Pipeline is involved in various legal and regulatory
proceedings. While it is not currently possible to predict or
determine the outcome of these proceedings, it is the opinion of
management that the outcome will not have a material adverse
effect on the Company's financial position or liquidity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company, as the wholly owned subsidiary of a reporting
person, is entitled to omit the information requested in this
Item.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The Company's outstanding shares of common stock, $1.00 par
value, are currently owned by Questar. Information concerning
the dividends paid on such stock and the Company's ability to pay
dividends is reported in the Statements of Shareholder's Equity
and Notes to Financial Statements included in Item 8.

ITEM 6. SELECTED FINANCIAL DATA

The Company, as the wholly owned subsidiary of a reporting
person, is entitled to omit the information requested in this
Item.

ITEM 7. MANAGEMENT'S ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Following is a summary of operating income and operating information for
the Company's operations:

Year Ended December 31,
1993 1992 1991
(Dollars In Thousands)

OPERATING INCOME
Revenues
Sales for resale $81,813 $133,059 $172,631
Transportation 51,590 43,912 41,122
Gathering 20,386 17,822 6,926
Storage 14,698 7,798 6,572
Other 3,141 1,995 3,049
Total revenues 171,628 204,586 230,300
Operating expenses
Natural gas purchases 56,022 93,024 124,069
Operating and maintenance 48,356 46,601 46,699
Depreciation and amortization 14,084 13,699 13,187
Other taxes 3,915 3,842 3,630
122,377 157,166 187,585
Operating income $49,251 $47,420 $42,715

OPERATING STATISTICS
Natural gas volumes (in Mdth)
Sales for resale to Mountain
Fuel 24,337 38,981 47,634
Transportation
For Mountain Fuel 65,061 33,883 34,581
For other customers 149,188 171,097 164,989
Total transportation 214,249 204,980 199,570
Total system throughput 238,586 243,961 247,204
Gathering
For Mountain Fuel 44,432 48,164 20,110
For other customers 48,336 25,901 13,641
Total gathering 92,768 74,065 33,751
Natural gas revenues (per dth)
Sales for resale $3.36 $3.41 $3.62
Transportation 0.24 0.21 0.21
Gathering 0.22 0.24 0.21
Natural gas purchase cost (per dth) $2.28 $2.53 $2.36

Effective September 1, 1993, Questar Pipeline began operating in accordance
with FERC Order No. 636, which restructured the operations of natural gas
transmission companies. The order unbundled the sales-for-resale service
from the transportation, gathering and storage services. Questar Pipeline
eliminated its existing merchant function when it transferred to its
affiliate, Mountain Fuel, the rights and obligations of its gas-purchase
contracts. These changes affect the comparison of revenues and volumes of
the sales-for-resale, transportation, and gathering functions between
periods.

Order No. 636 requires a greater percentage of the cost of service to be
collected through reservation charges. The percentage of costs included in
the demand component of rates increased from 66% prior to implementation to
about 94% after implementation. Substantially all of Questar Pipeline's
transportation capacity has been reserved by firm-transportation customers.
Roughly 98% of firm-transportation contracts have remaining terms of at
least six years. The customers can release that capacity to third parties
when it is not required for their own needs. Mountain Fuel has reserved
transportation capacity from Questar Pipeline of approximately 800,000
decatherms per day, or approximately 85% of the total reserved daily
transportation capacity.

As a result of these changes in the rate structure, Questar Pipeline's
transportation throughput volumes do not have a significant impact on
short-term operating results. Firm-transportation customers continue to
pay the same reservation charges regardless of actual volumes transported.
After $1.5 million in revenues are received from interruptible
transportation customers, 90% of the remaining revenues from the
transportation of gas for interruptible customers is credited back to firm
customers. Questar Pipeline is allowed to retain all
interruptible-transportation revenues from projects that have not been
included in setting existing transportation rates.

Total transmission system throughput decreased 2% in 1993 and 1% in 1992.
Throughput for Mountain Fuel (including sales for resale and
transportation) increased 23% in 1993 and decreased 11% in 1992. The 1993
increase was primarily due to colder weather in Mountain Fuel's service
area. Expiring contracts resulted in decreased throughput for other
customers.

Revenues from gathering services were $20,386,000 in 1993, $17,822,000 in
1992 and $6,572,000 in 1991. The 1993 change was due largely to an 87%
increase in gathering volumes for customers other than Mountain Fuel. The
1992 increase was mostly due to a change in rate structure that unbundled
gathering from sales for resales. Questar Pipeline began billing
separately for gas gathering service provided on sales-for-resale volumes
in November 1991.

Storage revenues increased 88% in 1993 and 19% in 1992. Customers have
subscribed to all available working natural gas storage at Questar
Pipeline's Clay Basin storage field. A large portion of the 1993 increase
was due to unbundling of storage services for Mountain Fuel that were
included with the sales for resale prior to the implementation of Order No.
636.

Order No. 636 allows pipelines to receive rate coverage for all prudently
incurred transition costs associated with the restructuring. Questar
Pipeline incurred capital costs of approximately $9 million in conjunction
with Order No. 636 implementation. Most of these costs were for electronic
metering and a bulletin board system and are expected to be included in the
next general rate case.

Natural gas purchases decreased 40% in 1993 and 25% in 1992, consistent
with changes in sales-for-resale volumes. Operating and maintenance
expenses increased 4% in 1993 after remaining level in 1992. Depreciation
expense rose 3% in 1993 and 4% in 1992 due to capital expenditure programs.

The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 106 on Employer's Accounting for Postretirement
Benefits Other than Pensions effective January 1, 1993. This statement
requires the Company to expense the costs of postretirement benefits,
principally health-care benefits, over the service life of employees using
an accrual method. The Company is amortizing the transition obligation
over a 20-year period. Total cost of postretirement benefits other than
pensions under SFAS No. 106 was $1,059,000 in 1993 compared with the costs
based on cash payments to retirees plus the prefunding of some benefits
totaling $569,000 in 1992 and $560,000 in 1991.

The FERC issued an order granting rate recovery methodology for SFAS No.
106 costs to the extent that pipeline companies contribute the amounts to
an external trust. Questar Pipeline expects to receive coverage of future
SFAS No. 106 costs in its next general rate case and to recover costs in
excess of the amounts currently included in rates for the period from 1993
to the rate case filing if the rate case is filed prior to January 1, 1996.
A regulatory asset of $487,000 was recorded in anticipation of future rate
coverage.

Debt expense decreased 5% in 1993 because of lower rates. Debt expense
increased 1% in 1992.

Interest and other income (expense) in 1993 reflects the impairment of some
assets.

The effective income tax rate was 35.6% in 1993, 35.4% in 1992, and 32.9%
in 1991. Effective January 1, 1993, the federal income tax rate increased
1% to 35%. Questar Pipeline recorded the change in deferred income taxes
resulting from the increase in the federal tax rate as an increase to
income taxes recoverable from customers since the regulatory commissions
have adopted procedures to include underprovided deferred taxes in rates on
a systematic basis.

The Financial Accounting Standards Board (FASB) has issued SFAS No. 112,
Accounting for Postemployment Benefits. This statement requires the
Company to recognize the liability for postemployment benefits when
employees become eligible for such benefits. Postemployment benefits are
paid to former employees after employment has been terminated but before
retirement benefits are paid. The Company's principal liability under SFAS
No. 112 is a long-term disability program. The Company is required to
adopt SFAS No. 112 in the first quarter of 1994 and recognize a cumulative
effect of a change in accounting method amounting to approximately
$1,256,000. This amount may be recovered from customers through subsequent
rate changes and a regulatory asset will be recorded. The effect on
ongoing net income is not expected to be significant.

LIQUIDITY AND CAPITAL RESOURCES

The Company has met the majority of its cash needs for capital expenditures
and dividend payments with cash from operations for the last three years.
Net cash from operating activities was $68,548,000 in 1993, $41,479,000 in
1992, and $42,850,000 in 1991. Higher income and increased depreciation
contributed to the higher 1993 amount. Changes in operating assets and
liabilities also provided a source of cash in 1993. As a result of
adopting FERC Order No. 636, receivables and payables decreased, and gas
stored underground was transferred to Mountain Fuel.

Following is a summary of capital expenditures for 1993, and a forecast of
1994 expenditures, which is subject to board of director approval.

1994
Estimated 1993
(In Thousands)

Clay Basin cushion gas and
expansion $39,000 $30,070
Transmission lines 7,700 4,856
Gathering facilities 16,300 5,743
Order 636 transition costs 4,313
TransColorado pipeline 2,300 354
General and other 5,600 2,244
$70,900 $47,580

Questar Pipeline is expanding the capacity of its Clay Basin underground
gas storage facility. After expansion, the storage field will have a total
capacity of 110 Bcf, including 46 Bcf of working gas storage. Capital
expenditures include the purchase of cushion gas. The first phase of the
expansion project is expected to be completed in mid-1994.

Questar Pipeline is a one-third partner in the TransColorado pipeline
project. The Company estimates the total cost of this project at $184
million, with Questar Pipeline's equity investment approximately $18
million. Construction of the pipeline has been delayed pending receipt of
final regulatory approvals and completion of contracts with shippers.

In March 1994, the Company along with affiliate Universal Resources
Corporation, Tenneco Gas and Entech Inc. announced plans to establish the
first-ever full-service center for marketing natural gas. The facility, to
be called The Western Market Center, will begin operations in 1994.
Initial investment by the companies will be $600,000 climbing to $4 million
as the center develops.

Questar Pipeline's unconsolidated affiliate, Overthrust Pipeline, has
borrowings which are due and subject to refinancing July 30, 1994. There
are some uncertainties associated with Overthrust caused by bankruptcy
proceedings of Overthrust Pipeline firm-shipper, Columbia Gas Transmission
Company. Management cannot presently predict the outcome of the bankruptcy
proceedings or its impact on the refinancing of Overthrust Pipeline's debt.
At December 31, 1993, the Company's 18% investment in Overthrust Pipeline
amounted to $3,740,000.

The Company funded its 1993 capital expenditures primarily with cash
provided from operations. The Company expects to finance the 1994 capital
expenditure program with cash provided from operations, borrowing under
short-term line-of-credit arrangements and issuing common equity.

The Company has a short-term line-of-credit arrangement with a bank under
which it may borrow up to $200,000. This line offers interest rates
generally below the prime interest rate and is renewable on an annual
basis. At December 31, 1993, there were no outstanding short-term bank
loans. Questar loans funds to the Company under a short-term borrowing
arrangement. Outstanding short-term notes payable to Questar totaled
$3,000,000 and had an interest rate of 3.59% at December 31, 1993.

Questar Pipeline's capital structure was 42% long-term debt and 58% common
shareholder's equity. Two national debt-rating agencies have rated the
Company's long-term debt A1 and A+.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's financial statements are included in Part IV,
Item 14, herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

The Company has not changed its independent auditors or had
any disagreements with them concerning accounting matters and
financial statement disclosures within the last 24 months.

PART III

The Company, as the wholly owned subsidiary of a reporting
person, is entitled to omit all information requested in Part III
(Items 10-13).

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

(a)(1)(2) Financial Statements and Financial Statement
Schedules. The financial statements and schedules identified on
the List of Financial Statements and Financial Statement
Schedules are filed as part of this Report.

(a)(3) Exhibits. The following is a list of exhibits
required to be filed as a part of this Report in Item 14(c).

Exhibit No. Exhibit

2.* 1 Agreement of Transfer among Mountain Fuel Supply
Company, Entrada Industries, Inc. and Mountain Fuel
Resources, Inc., dated July 1, 1984. (Exhibit No. 2.
to Registration Statement No. 2-96102 filed February
27, 1985.)

3.1.* Articles of Incorporation dated January 2, 1975;
Articles of Amendment to the Articles of
Incorporation dated September 14, 1976; Articles of
Amendment to the Articles of Incorporation dated May
25, 1984. (Exhibit No. 3.1. to Registration
Statement No. 2-96102 filed February 27, 1985.)

3.2.* Articles of Amendment to the Articles of
Incorporation dated March 7, 1988. (Exhibit No. 3.2.
to Form 10-K Annual Report for 1987.)

3.3.* Bylaws (as amended on August 11, 1992). (Exhibit No.
3. to Form 10-Q Report for quarter ended June 30,
1992.)

4.1.* Indenture dated June 1, 1990, for 9-7/8% Debentures
due 2020, with Morgan Guaranty Trust Company of New
York as Trustee. (Exhibit No. 4. to Form 10-Q Report
for quarter ended June 30, 1990.)

4.2.* Indenture dated as of June 1, 1991, for 9-3/8%
Debentures due June 1, 2021, with Morgan Guaranty
Trust Company of New York as Trustee. (Exhibit No.
4. to Form 10-Q Report for quarter ended June 30,
1991.)

10.1.* 1 Overthrust Pipeline Company General Partnership
Agreement dated September 20, 1979, as amended and
restated as of October 11, 1982, and as amended
August 21, 1991, among CIG Overthrust, Inc., Columbia
Gulf Transmission Company; Mountain Fuel Resources,
Inc.; NGPL-Overthrust Inc.; Northern Overthrust
Pipeline Company; and Tennessee Overthrust Gas
Company. (Exhibit No. 10.4. to Form 10-K Annual
Report for 1985, except that the amendment dated
August 21, 1991, is included as Exhibit No. 10.4. to
Form 10-K Annual Report for 1992.)

10.2.* 1 Data Processing Services Agreement effective July 1,
1985, between Questar Service Corporation and
Mountain Fuel Resources, Inc. (Exhibit No. 10.11. to
Form 10-K Annual Report for 1988.)

10.3.* 2 Questar Pipeline Company Annual Management Incentive
Plan, as amended February 11, 1992. (Exhibit No.
10.10. to Form 10-K Annual Report for 1991.)

10.4.* Partnership Agreement for the TransColorado Gas
Transmission Company effective June 30, 1990, between
KN TransColorado, Inc., Westgas TransColorado, Inc.,
and Questar TransColorado, Inc. (Exhibit No. 2.8. to
Form 10-Q Report for quarter ended June 30, 1990.)

10.5. 3 Firm Transportation Service Agreement with Mountain
Fuel Supply Company under Rate Schedule T-1 dated
August 10, 1993, for a term from November 2, 1993 to
June 30, 1999.

10.6. 3 Storage Service Agreement with Mountain Fuel Supply
Company under Rate Schedule FSS, for 3.5 Bcf of
working gas capacity at Clay Basin, with term a from
September 1, 1993, to August 31, 2008.

10.7. 3 Storage Service Agreement with Mountain Fuel Supply
Company under Rate Schedules FSS, for 3.5 Bcf of
working gas capacity at Clay Basin with a term from
September 1, 1993, to August 31, 2013.

22. Subsidiary Information.

25. Power of Attorney.

* Exhibits so marked have been filed with the Securities and
Exchange Commission as part of the indicated filing and are
incorporated herein by reference.

1 The documents listed here have not been formally amended to
refer to the Company's current name. They still refer to the
Company as Mountain Fuel Resources, Inc.

2 Exhibit so marked is management contract or compensation plan
or arrangement.

3 Agreement incorporates specified terms and conditions of
Questar Pipeline's FERC Gas Tariff, First Revised Volume No. 1.
The tariff provisions are not filed as part of the exhibit, but
are available upon request.

(b) Questar Pipeline did not file a Current Report on Form 8-K
during the last quarter of 1993.

ANNUAL REPORT ON FORM 10-K

ITEM 8, ITEM 14(a) (1) and (2), and (d)

LIST OF FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENT SCHEDULES

YEAR ENDED DECEMBER 31, 1993

QUESTAR PIPELINE COMPANY

SALT LAKE CITY, UTAH

FORM 10-K -- ITEM 14 (a) (1) AND (2)

QUESTAR PIPELINE COMPANY

LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES

The following financial statements of Questar Pipeline Company
are included in Item 8:

Statements of income -- Years ended December 31,
1993, 1992 and 1991
Balance sheets -- December 31, 1993 and 1992
Statements of cash flows -- Years ended December
31, 1993, 1992 and 1991
Statements of shareholder's equity -- Years ended
December 31, 1993, 1992 and 1991
Notes to financial statements

The following financial statement schedules of Questar Pipeline
Company are included in Item 14(d):

Schedule II -- Amounts receivable from related
parties and underwriters, promoters,
and employees other than related
parties
Schedule V -- Property, plant and equipment
Schedule VI -- Accumulated depreciation, depletion
and amortization of property, plant
and equipment
Schedule X -- Supplementary income statement
information

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore have been omitted.

Report of Independent Auditors

Board of Directors
Questar Pipeline Company

We have audited the accompanying balance sheets of Questar
Pipeline Company as of December 31, 1993 and 1992, and the
related statements of income, shareholder's equity, and cash
flows for each of the three years in the period ended
December 31, 1993. Our audits also included the financial
statement schedules listed in the Index at Item 14(a).
These financial statements and schedules are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements and schedules based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Questar Pipeline Company at December 31, 1993
and 1992, and the results of its operations and its cash
flows for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted
accounting principles. Also, in our opinion, the related
financial statement schedules, when considered in relation
to the basic financial statements taken as a whole, present
fairly in all material respects the information set forth
therein.

As discussed in Note H to the financial statements, in 1993
Questar Pipeline changed its method of accounting for
postretirement benefits other than pensions.

ERNST & YOUNG

Salt Lake City, Utah
February 11, 1994

QUESTAR PIPELINE COMPANY
STATEMENTS OF INCOME

Year Ended December 31,
1993 1992 1991
(In Thousands)

REVENUES
From unaffiliated customers $41,354 $34,991 $28,408
From affiliates - Note I 130,274 169,595 201,892
TOTAL REVENUES 171,628 204,586 230,300

OPERATING EXPENSES
Natural gas purchases -
Note I 56,022 93,024 124,069
Operating and maintenance -
Note I 48,356 46,601 46,699
Depreciation 14,084 13,699 13,187
Other taxes 3,915 3,842 3,630
TOTAL OPERATING EXPENSES 122,377 157,166 187,585

OPERATING INCOME 49,251 47,420 42,715

INCOME FROM UNCONSOLIDATED
AFFILIATES 128 61 1,973
INTEREST AND OTHER INCOME
(EXPENSE) - Note I (139) 1,109 1,935
DEBT EXPENSE - Note I (13,114) (13,829) (13,737)

INCOME BEFORE INCOME TAXES
AND CUMULATIVE EFFECT 36,126 34,761 32,886
INCOME TAXES - Note E 12,851 12,298 10,829

INCOME BEFORE CUMULATIVE
EFFECT 23,275 22,463 22,057

CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME
TAXES Note E (45)

NET INCOME $23,275 $22,418 $22,057

See notes to financial statements.

QUESTAR PIPELINE COMPANY
BALANCE SHEETS

ASSETS

December 31,
1993 1992
(In Thousands)

CURRENT ASSETS
Cash and short-term investments -
Notes B and D $1,341 $1,055
Accounts receivable 5,653 22,014
Accounts receivable from affiliates 5,538 26,092
Inventories, at lower of average cost
or market
Materials and supplies 2,394 1,710
Gas stored underground 0 30,097
Total inventories 2,394 31,807
Prepaid expenses and deposits 2,268 2,193
TOTAL CURRENT ASSETS 17,194 83,161

PROPERTY, PLANT AND EQUIPMENT
Transmission 270,343 264,457
Storage 155,414 134,076
Gathering 69,576 63,776
General and intangible 36,375 34,063
Construction work in progress 29,400 15,551
561,108 511,923
Less allowances for depreciation 189,279 175,387
NET PROPERTY, PLANT AND EQUIPMENT 371,829 336,536

OTHER ASSETS
Investment in unconsolidated affiliates 7,145 6,653
Income taxes recoverable from customers
- Note E 2,674 537
Unamortized costs of reacquired debt 3,719 4,014
Other 3,333 3,004
16,871 14,208

$405,894 $433,905

LIABLILTIES AND SHAREHOLDER'S EQUITY

December 31,
1993 1992
(In Thousands)

CURRENT LIABILITIES
Notes payable to affiliates - Note D $3,000 $7,500
Accounts payable and accrued expenses
Accounts payable 8,005 25,366
Accounts payable to affiliates 1,996 3,190
Federal income taxes 242 1,704
Other taxes 1,349 1,260
Accrued interest 1,076 1,076
Total accounts payable and accrued
expenses 12,668 32,596
Purchased-gas adjustments 0 16,541
TOTAL CURRENT LIABILITIES 15,668 56,637

LONG-TERM DEBT - Notes C and D 134,487 134,468

DEFERRED CREDITS 2,276 341

DEFERRED INCOME TAXES - Note E 67,335 63,606

COMMITMENTS AND CONTINGENCIES - Note F

SHAREHOLDER'S EQUITY
Common stock - par value $1 per share;
authorized 25,000,000 shares; issued
and outstanding 6,550,843 shares 6,551 6,551
Additional paid-in capital 57,034 57,034
Retained earnings 122,543 115,268
186,128 178,853

$405,894 $433,905

See notes to financial statements.

QUESTAR PIPELINE COMPANY
STATEMENTS OF SHAREHOLDER'S EQUITY

Additional
Common Paid-in Retained
Stock Capital Earnings
(In Thousands)

Balance at January 1, 1991 $6,551 $57,034 $102,793
1991 net income 22,057
Cash dividends (16,000)

Balance at December 31, 1991 6,551 57,034 108,850
1992 net income 22,418
Cash dividends (16,000)

Balance at December 31, 1992 6,551 57,034 115,268
1993 net income 23,275
Cash dividends (16,000)

Balance at December 31, 1993 $6,551 $57,034 $122,543

See notes to financial statements.

QUESTAR PIPELINE COMPANY
STATEMENTS OF CASH FLOWS

Year Ended December 31,
1993 1992 1991
(In Thousands)

OPERATING ACTIVITIES
Net income $23,275 $22,418 $22,057
Depreciation 15,979 15,562 14,900
Deferred income taxes 1,592 4,353 (701)
Income from unconsolidated (128) (61) (1,973)
affiliates
Cumulative effect of change
in accounting for income
taxes 45
40,718 42,317 34,283
Changes in operating assets
and liabilities
Accounts receivable 23,815 (5,973) 6,207
Federal income taxes (1,462) 875 (690)
Inventories 25,539 (205) (6,443)
Prepaid expenses and deposits (75) 129 391
Purchased-gas adjustments (3,441) 8,630 8,878
Accounts payable and accrued
expenses (18,555) (5,399) 6,939
Other 2,009 1,105 (6,715)
Net cash provided from
operating activities 68,548 41,479 42,850

INVESTING ACTIVITIES
Capital expenditures
Purchase of property, plant
and equipment (47,216) (36,555) (38,001)
Other investments (364) (1,383) (2,090)
Total capital expenditures (47,580) (37,938) (40,091)
Distributions from
unconsolidated affilitates 1,950
Proceeds from (costs of)
disposition of property,
plant and equipment (182) 81 349
Cash used in investing
activities (47,762) (37,857) (37,792)

FINANCING ACTIVITIES
Issuance of long-term debt 84,694
Repayment of long-term debt (63,985)
Change in notes payable to
affiliates (4,500) 7,500 (4,500)
Change in notes receivable
from affiliates 5,000 (5,000)
Payment of dividends (16,000) (16,000) (16,000)
Cash used in financing
activities (20,500) (3,500) (4,791)
Change in cash and
short-term investments 286 122 267
Beginning cash and short-term
investments 1,055 933 666
Ending cash and short-
term investments $1,341 $1,055 $933

See notes to financial statements.

QUESTAR PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS

Note A - Summary of Accounting Policies

Business: Questar Pipeline Company (the Company or Questar Pipeline)
is a wholly-owned subsidiary of Questar Corporation (Questar). The
Company's primary activities are the transportation, gathering and
storage of natural gas. Prior to September 1993, Questar Pipeline was
also engaged in the sale for resale of natural gas. Significant
accounting policies are presented below.

Regulation: The Company is regulated by the Federal Energy
Regulatory Commission (FERC) which establishes rates for the
transporation and storage of natural gas. The FERC also regulates,
among other things, the extension and enlargement or abandonment of
jurisdictional natural gas facilities. Regulation is intended to
permit the recovery, through rates, of the cost of service including a
rate of return on investment. The financial statements are presented
in accordance with regulatory requirements. Methods of allocating
costs to time periods, in order to match revenues and expenses, may
differ from those of nonregulated businesses because of cost
allocation methods used in establishing rates. See Note G.

Credit Risk: The Company's primary market area is the Rocky Mountain
region of the United States. The Company's exposure to credit risk
may be impacted by the concentration of customers in this region due
to changes in economic or other conditions. The Company's customers
include several industries that may be impacted differently by
changing conditions. The Company believes that credit-related losses
are unlikely.

Property, Plant and Equipment: Property, plant and equipment is
stated at cost. The provision for depreciation is based upon rates,
which will amortize costs of assets over their estimated useful lives.
The costs of property, plant and equipment are depreciated in the
financial statements using the straight-line method, ranging from 3 to
33% per year and averaging 3.6% in 1993.

Investment in Unconsolidated Affiliates: The Company has an 18%
partnership interest in the Overthrust Pipeline Company which built
and operates the Overthrust Segment of the Trailblazer Pipeline
System. The Company is a one-third partner in the TransColorado Gas
Transmission Company, which plans to construct a pipeline from the
Piceance Basin in Colorado to connections with other pipelines in
northern New Mexico. The Company accounts for its investment in these
partnerships using the equity method. The Company's investment in
these affiliates equals the underlying equity in net assets.

Income Taxes: On December 31, 1992, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 109 effective January 1,
1992. The deferred tax balance represents the temporary differences
between book and taxable income multiplied by the effective tax rates.
These temporary differences relate primarily to depreciation. The
Company uses the deferral method to account for investment tax credits
as required by regulatory commissions. See Note E.

Reacquisition of Debt: Gains and losses on the reacquisition of debt
are deferred and amortized as debt expense over the remaining life of
the issue in order to match regulatory treatment.

Allowance for Funds Used During Construction: The Company capitalizes
the cost of capital during the construction period of plant and
equipment. This amounted to $856,000 in 1993, $421,000 in 1992, and
$371,000 in 1991.

Reclassifications: Certain reclassifications were made to the 1992
and 1991 financial statements to conform with the 1993 presentation.

Note B - Cash and Short-Term Investments

Short-term investments at December 31, 1993, and 1992, valued at cost
(approximates market), amounted to $2,406,000 and $3,153,000,
respectively. Short-term investments consisted principally of
Euro-time deposits and repurchase agreements with maturities of three
months or less.

Note C - Debt

The Company has a short-term line-of-credit arrangement with a bank
under which it may borrow up to $200,000. This line offers interest
rates generally below the prime interest rate and is renewable on an
annual basis. At December 31, 1993, there were no outstanding
short-term bank loans. Questar loans funds to the Company under a
short-term borrowing arrangement. Outstanding short-term notes payable
to Questar totaled $3,000,000 and had an interest rate of 3.59% at
December 31, 1993.

The details of long-term debt at December 31, were as follows:

1993 1992
(In Thousands)

9 3/8% debentures due 2021 $85,000 $85,000
9 7/8% debentures due 2020 50,000 50,000
Total long-term debt outstanding 135,000 135,000
Less unamortized debt discount 513 532
$134,487 $134,468

There are no maturities of long-term debt for the five years following
December 31, 1993. Cash paid for interest on debt was $13,018,000 in
1993, $13,573,000 in 1992, and $15,173,000 in 1991.

Note D - Estimated Fair Values of Financial Instruments

The carrying amounts and estimated fair values of the Company's
financial instruments at December 31, were as follows:

1993 1992
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
(In Thousands)

Financial assets
Cash and short-term investments $1,341 $1,341 $1,055 $1,055
Financial liabilities
Note payable to affiliates 3,000 3,000 7,500 7,500
Long-term debt 134,487 163,265 134,468 147,507

The Company used the following methods and assumptions in estimating
fair values: (1) Cash and short-term investments - the carrying
amount approximates fair value; (2) Notes payable to affiliates - the
carrying amount approximates fair value; (3) Long-term debt - the fair
value of long-term debt is based on quoted market prices.

Note E - Income Taxes

The Company's operations are consolidated with those of Questar and
its subsidiaries for income tax purposes. The income tax arrangement
between the Company and Questar provides that amounts paid to or
received from Questar are substantially the same as would be paid or
received by the Company if it filed a separate return except that the
Company is paid for tax benefits used in the consolidated tax return
even if such benefits would not have been usable had the Company filed
a separate return.

Effective January 1, 1992, the Company changed its method of accounting
for income taxes from the deferred method to the liability method
required by SFAS No. 109, Accounting for Income Taxes. The Company did
not restate prior years' financial statements. The application of the
new rules did not have a significant impact on the 1992 income before
cumulative effect.

The Company records cumulative increases in deferred taxes as income
taxes recoverable from customers. The Company has adopted procedures
with the FERC to include under-provided deferred taxes in customer rates
on a systematic basis. The amounts of income taxes recoverable from
customers was higher in 1993 due to an increase in the federal income
tax rate.

The components of income taxes charged to income for years ended
December 31, were as follows:

1993 1992 1991
(In Thousands)

Federal
Current $10,010 $7,352 $11,023
Deferred 1,512 4,160 (521)
State
Current 1,249 593 507
Deferred 80 193 (180)
$12,851 $12,298 $10,829

The difference between income tax expense and the tax computed by
applying the statutory federal income tax rate to income from continuing
operations before income taxes is explained as follows:

1993 1992 1991
(In Thousands)

Income before income taxes $36,126 $34,761 $32,886

Federal income taxes at statutory rate $12,644 $11,819 $11,181
State income taxes, net of federal income
tax benefit 892 519 196
Prior years' tax settlement (692)
Other 7 (40) (548)
Income tax expense $12,851 $12,298 $10,829

Significant components of the Company's deferred tax liabilities and assets
at December 31, were as follows:

1993 1992
(In Thousands)

Deferred tax liabilities
Property, plant and equipment $63,147 $59,908
Unamortized debt reacquisition costs 1,376 1,445
Pension costs 398 411
Income taxes recoverable from customers 922 193
Other 2,667 2,850
Total deferred tax liabilities 68,510 64,807

Deferred tax assets
Purchased-gas adjustments 340
Other 1,175 861
Total deferred tax assets 1,175 1,201
Net deferred tax liabilities $67,335 $63,606

Cash paid for income taxes was $12,404,000 in 1993, $7,146,000 in 1992,
and $12,203,000 in 1991.

Note F - Litigation and Commitments

There are various legal proceedings against the Company. While it is
not currently possible to predict or determine the outcome of these
proceedings, it is the opinion of management that the outcome will not
have a material adverse effect on the Company's results of operations,
financial position or liquidity.

Note G - Rate Matters

On September 1, 1993, Questar Pipeline began operating in compliance
with FERC Order No. 636. The order unbundled the sale-for-resale service
from the transportation, gathering and storage services provided by
natural gas pipelines. Questar Pipeline eliminated its merchant
function. That activity was assumed by Mountain Fuel along with the
gas-purchase contracts. In its order approving Questar Pipeline's
Order No. 636 implementation plan, the FERC accepted Questar Pipeline's
plan for the assignment of gas-purchase contracts to Mountain Fuel.

Order No. 636 requires a greater percentage of the cost of service to be
collected through demand charges. The percentage of costs included in
the demand component of rates increased from 66% prior to implementation
to about 94% after implementation. The majority of Questar Pipeline's
transportation capacity has been reserved by firm transportation
customers, which, under Order No. 636, can release that capacity to
third parties when it is not required for their own needs. After $1.5
million of revenues are received from interruptible transportation
customers, 90% of the remaining revenues from the transportation of gas
for interruptible customers is credited back to firm customers. Questar
Pipeline is allowed to retain all interruptible transportation revenues
on projects that have not been included in the transportation rate case.

Note H - Employment Benefits

Substantially all Company employees are covered by Questar's defined
benefit pension plan. Benefits are generally based on years of service
and the employee's 36-month period of highest earnings during the ten
years preceding retirement. It is Questar's policy to make
contributions to the plan at least sufficient to meet the minimum
funding requirements of applicable laws and regulations. Plan assets
consist principally of equity securities and corporate and U.S.
government debt obligations. Pension cost was $1,372,000 in 1993,
$1,259,000 in 1992, and $1,137,000 in 1991.

The Company's portion of plan assets and benefit obligations is not
determinable because plan assets are not segregated or restricted to
meet the Company's pension obligations. If the Company were to
withdraw from the pension plan, the pension obligation for the Company's
employees would be retained by the pension plan. At December 31, 1993,
Questar's fair value of plan assets exceeded the accumulated benefit
obligation.

The Company participates in Questar's Employee Investment Plan, which
allows the majority of employees to purchase Questar common stock or
other investments through payroll deductions. The Company makes
contributions to the plan of approximately 75% of the employees'
purchases. The Company's expense and contribution to the plan was
$483,000 in 1993, $522,000 in 1992 and $605,000 in 1991.

The Company participates in a Questar program than pays a portion of the
health-care costs and all the life insurance costs for retired
employees. Effective January 1, 1992, this program was changed for
employees retiring after January 1, 1993, to link the health-care
benefit to years of service and to limit Questar's monthly health-care
contribution per individual to 170% of the 1992 contribution. Questar's
policy is to fund amounts allowable for tax deduction under the Internal
Revenue Code. Plan assets consist of equity securities, corporate and
U.S. government debt obligations, and insurance company general
accounts.

The Company adopted the provisions of SFAS No. 106 on Employer's
Accounting for Postretirement Benefits Other than Pensions effective
January 1, 1993. This statement requires the Company to expense the
costs of postretirement benefits, principally health-care benefits, over
the service life of employees using an accrual method. Questar Pipeline
is amortizing the transition obligation over a 20-year period. The
Company's cost of postretirement benefits other than pensions under SFAS
No. 106 was $1,059,000 in 1993 compared with the costs based on cash
payments to retirees plus the prefunding of some benefits totaling
$569,000 in 1992 and $560,000 in 1991. Of the $1,059,000 recognized in
1993, $487,000 was recorded as a regulatory asset to be recovered in a
future rate proceeding.

The impact of SFAS No. 106 on the Company's future net income will be
mitigated by recovery of these costs from customers. The FERC issued an
order granting rate recovery methodology for SFAS No. 106 costs to the
extent that the Company contributes the amounts to an external trust.

The Company's portion of plan assets and benefit obligations related to
postretirement medical and life insurance benefits is not determinable
because the plan assets are not segregated or restricted to meet the
Company's obligations.

The Financial Accounting Standards Board (FASB) has issued SFAS No. 112,
Accounting for Postemployment Benefits. This statement requires the
Company to recognize the liability for postemployment benefits when
employees become eligible for such benefits. Postemployment benefits
are paid to former employees after employment has been terminated but
before retirement benefits are paid. The Company's principal liability
under SFAS No. 112 is a long-term disability program. The Company is
required to adopt SFAS No. 112 in the first quarter of 1994 and
recognize a cumulative effect of a change in accounting method amounting
to approximately $1,256,000. The Company plans to record a regulatory
asset for the entire amount in anticipation of future rate recovery.
The effect on ongoing net income is not expected to be significant.

Note I - Related Party Transactions

The Company receives a substantial portion of its revenues from Mountain
Fuel. Revenues received from Mountain Fuel amounted to $124,807,000 or
73% of the total in 1993, $161,900,000 or 79% in 1992, and $192,748,000
or 84% in 1991. The Company also received revenues from other
affiliated companies totaling $5,072,000 in 1993, $6,730,000 in 1992,
and $8,020,000 in 1991.

Natural gas purchases include $4,844,000 in 1993, $11,237,000 in 1992,
and $17,337,000 in 1991 from affiliated companies. The Company did not
purchase gas for resale after August 31, 1993.

Questar performs certain administrative functions for the Company. The
Company was charged for its allocated portion of these services which
totaled $3,408,000 in 1993, $3,260,000 in 1992, and $3,316,000 in 1991.
These costs are included in operating and maintenance expenses and are
allocated based on each company's proportional share of revenues, net of
gas costs; property, plant and equipment; and payroll. Management
believes that the allocation method is reasonable.

The Company terminated an operating service agreement on July 1, 1993,
with Wexpro Company (Wexpro), a wholly-owned subsidiary of Questar.
Under that agreement Wexpro operated certain gathering, compressor,
measurement and other production-related facilities owned by the
Company. Those functions were subsequently assumed by Company
employees. The Company reimbursed Wexpro's expenses with respect to
such services and paid a fee equal to 15% of such expenses. The Company
paid Wexpro $3,443,000 in 1993, $5,954,000 in 1992, and $5,328,000 in
1991 for such services.

Questar Service Corporation is an affiliated company that provides data
processing and communication services to Questar Pipeline. The Company
paid Questar Service $6,607,000 in 1993, $5,979,000 in 1992 and
$6,691,000 in 1991.

The Company received interest income from affiliated companies of
$327,000 in 1993, $740,000 in 1992, and $1,510,000 in 1991. The Company
had debt expense to affiliated companies of $21,000 in 1993, $39,000 in
1992, and $18,000 in 1991.

SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES

QUESTAR PIPELINE COMPANY

COL. A COL. B COL. C COL. D COL. E

Balance at
Balance at Deductions - End of
Beginning Amount Period --
Name of Debtor of Period Additions Collected Current
(In Thousands)

December 31, 1993
Notes receivable from
Questar Corporation - $129,000 $129,000 -

December 31, 1992
Notes receivable from
Questar Corporation $5,000 126,700 131,700 -

December 31, 1991
Notes receivable from
Questar Corporation - 151,700 146,700 $5,000

SCHEDULE V - PROPERTY , PLANT AND EQUIPMENT

QUESTAR PIPELINE COMPANY

COL. A COL. B COL. C COL. D COL. E COL. F

Balance at Other Balance at
Beginning Additions Changes- End of
Classification of Period At Cost Retirements Add (Deduct) Period
Note A
(In Thousands)

Year Ended December 31, 1993
NATURAL GAS PLANT
Transmission $264,457 $6,057 $235 $64 $270,343
Storage 134,076 17,643 179 3,874 155,414
Gathering 63,776 7,390 1,527 (63) 69,576
General and intangible 34,063 2,277 661 696 36,375
CONSTRUCTION IN PROGRESS 15,551 13,849 29,400
TOTAL PROPERTY, PLANT
AND EQUIPMENT $511,923 $47,216 $2,602 $4,571 $561,108

Year Ended December 31, 1992
NATURAL GAS PLANT
Transmission $251,544 $13,286 $292 ($81) $264,457
Storage 119,677 14,811 237 (175) 134,076
Gathering 60,459 4,224 792 (115) 63,776
General and intangible 31,748 2,628 666 353 34,063
CONSTRUCTION IN PROGRESS 13,945 1,606 15,551
TOTAL PROPERTY, PLANT
AND EQUIPMENT $477,373 $36,555 $1,987 ($18) $511,923

Year Ended December 31, 1991
NATURAL GAS PLANT
Transmission $236,189 $11,917 $397 $3,835 $251,544
Storage 104,543 15,149 15 119,677
Gathering 70,862 2,091 162 (12,332) 60,459
General and intangible 18,352 5,220 2,096 10,272 31,748
CONSTRUCTION IN PROGRESS 10,321 3,624 13,945
TOTAL PROPERTY, PLANT
AND EQUIPMENT $440,267 $38,001 $2,670 $1,775 $477,373

NOTE A - Other changes include the transfer of a portion of current gas
stored underground to cushion gas stored underground in 1993. Remaining
other changes consist of transfers to or from affiliated companies.

SCHEDULE VI- ACCUMULATED DEPRECIATION, DEPLETION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT

QUESTAR PIPELINE COMPANY

COL. A COL. B COL. C COL. D COL. E COL. F
Additions
Balance at Charged to Other Balance at
Beginning Costs and Changes- End of
Classification of Period Expenses Retirements Add (Deduct) Period
Note A
(In Thousands)

Year Ended December 31, 1993
NATURAL GAS PLANT $175,387 $15,979 $2,416 $329 $189,279

Year Ended December 31, 1992
NATURAL GAS PLANT $161,749 $15,562 $1,926 $2 $175,387

Year Ended December 31, 1991
NATURAL GAS PLANT $147,395 $14,900 $1,667 $1,121 $161,749

NOTE A - Other changes consist of transfers to or from affiliated
companies.

SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION

QUESTAR PIPELINE COMPANY

COL. A COL. B

Item Charged to Costs and Expenses
(In Thousands)

Year Ended December 31,
1993 1992 1991

Maintenance and repairs $6,868 $6,551 $6,819
Real estate and personal property taxes 2,993 2,775 2,008

The company has no depreciation and amortization of intangible assets,
advertising costs, or royalties.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the 28th day of March, 1994.

QUESTAR PIPELINE COMPANY
(Registrant)

By /s/ A. J. Marushack
A. J. Marushack
President & Chief Executive
Officer

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the date indicated.

/s/ A. J. Marushack President & Chief Executive Officer;
A. J. Marushack Director (Principal Executive Officer)

/s/ W. F. Edwards Vice President & Chief Financial
W. F. Edwards Officer (Principal Financial
Officer)

/s/ R. P. Ord Controller & Assistant Treasurer
R. P. Ord (Principal Accounting Officer)

*R. D. Cash Chairman of the Board; Director
*W. F. Edwards Director
*U. Edwin Garrison Director
*A. J. Marushack Director
*Neal A. Maxwell Director
*Mary Mead Director

March 28, 1994 *By /s/ A. J. Marushack
Date A. J. Marushack, Attorney in Fact

EXHIBIT INDEX

Sequential Exhibit
Page Number Number Exhibit

2.* 1 Agreement of Transfer among Mountain
Fuel Supply Company, Entrada
Industries, Inc. and Mountain Fuel
Resources, Inc., dated July 1, 1984.
(Exhibit No. 2. to Registration
Statement No. 2-96102 filed February
27, 1985.)

3.1.* Articles of Incorporation dated
January 2, 1975; Articles of Amendment
to the Articles of Incorporation dated
September 14, 1976; Articles of
Amendment to the Articles of
Incorporation dated May 25, 1984.
(Exhibit No. 3.1. to Registration
Statement No. 2-96102 filed February
27, 1985.)

3.2.* Articles of Amendment to the Articles
of Incorporation dated March 7, 1988.
(Exhibit No. 3.2. to Form 10-K Annual
Report for 1987.)

3.3.* Bylaws (as amended on August 11,
1992). (Exhibit No. 3. to Form 10-Q
Report for quarter ended June 30,
1992.)

4.1.* Indenture dated June 1, 1990, for 9-
7/8% Debentures due 2020, with Morgan
Guaranty Trust Company of New York as
Trustee. (Exhibit No. 4. to Form 10-Q
Report for quarter ended June 30,
1990.)

4.2.* Indenture dated as of June 1, 1991,
for 9-3/8% Debentures due June 1,
2021, with Morgan Guaranty Trust
Company of New York as Trustee.
(Exhibit No. 4. to Form 10-Q Report
for quarter ended June 30, 1991.)

10.1.* 1 Overthrust Pipeline Company General
Partnership Agreement dated September
20, 1979, as amended and restated as
of October 11, 1982, and as amended
August 21, 1991, among CIG Overthrust,
Inc., Columbia Gulf Transmission
Company; Mountain Fuel Resources,
Inc.; NGPL-Overthrust Inc.; Northern
Overthrust Pipeline Company; and
Tennessee Overthrust Gas Company.
(Exhibit No. 10.4. to Form 10-K Annual
Report for 1985, except that the
amendment dated August 21, 1991, is
included as Exhibit No. 10.4. to Form
10-K Annual Report for 1992.)

10.2.* 1 Data Processing Services Agreement
effective July 1, 1985, between
Questar Service Corporation and
Mountain Fuel Resources, Inc.
(Exhibit No. 10.11. to Form 10-K
Annual Report for 1988.)

10.3.* 2 Questar Pipeline Company Annual
Management Incentive Plan, as amended
February 11, 1992. (Exhibit No.
10.10. to Form 10-K Annual Report for
1991.)

10.4.* Partnership Agreement for the
TransColorado Gas Transmission Company
effective June 30, 1990, between KN
TransColorado, Inc., Westgas
TransColorado, Inc., and Questar
TransColorado, Inc. (Exhibit No. 2.8.
to Form 10-Q Report for quarter ended
June 30, 1990.)

10.5. 3 Firm Transportation Service Agreement
with Mountain Fuel Supply Company
under Rate Schedule T-1 dated August
10, 1993, for a term from November 2,
1993 to June 30, 1999.

10.6. 3 Storage Service Agreement with
Mountain Fuel Supply Company under
Rate Schedule FSS, for 3.5 Bcf of
working gas capacity at Clay Basin,
with term a from September 1, 1993,
to August 31, 2008.

10.7. 3 Storage Service Agreement with
Mountain Fuel Supply Company under
Rate Schedules FSS, for 3.5 Bcf of
working gas capacity at Clay Basin
with a term from September 1, 1993,
to August 31, 2013.

22. Subsidiary Information.

25. Power of Attorney.

* Exhibits so marked have been filed with the Securities and
Exchange Commission as part of the indicated filing and are
incorporated herein by reference.

1 The documents listed here have not been formally amended to
refer to the Company's current name. They still refer to the
Company as Mountain Fuel Resources, Inc.

2 Exhibit so marked is management contract or compensation
plan or arrangement.

3 Agreement incorporates specified terms and conditions of
Questar Pipeline's FERC Gas Tariff, First Revised Volume No. 1.
The tariff provisions are not filed as part of the exhibit, but
are available upon request.