SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO
_____.
Commission File No. 1-8796
QUESTAR CORPORATION
EMPLOYEE INVESTMENT PLAN
Questar Corporation
180 East First South
P.O. Box 45433
Salt Lake City, Utah 84145-0433
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997.
Commission File Number 1-8796.
A. The full title of the plan is the Questar Corporation
Employee Investment Plan. The address of the plan is the same as that
of the issuer named below.
B. The name of the issuer of the securities held pursuant to
the plan and the address of its principal executive office are:
Questar Corporation, 180 East First South, P.O. Box 45433, Salt Lake
City, Utah 84145-0433.
C. Financial statements and schedules prepared in accordance
with the Employee Retirement Income Security Act of 1974 for the
fiscal year ended December 31, 1997, are
attached as an exhibit to this Form 11-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the members of the Questar Corporation Employee Benefits
Committee have duly caused this annual report to be signed by its duly
authorized chairman.
QUESTAR CORPORATION
EMPLOYEE INVESTMENT PLAN
Date: April 16, 1998 By: /s/R. D. Cash
R. D. Cash
Chairman, Employee Benefits
Committee
<PAGE>
Financial Statements
and Schedules
Questar Corporation
Employee Investment Plan
Years ended December 31, 1997 and 1996
Questar Corporation Employee Investment Plan
Financial Statements
and Schedules
Years ended December 31, 1997 and 1996
Contents
Report of Independent Auditors
Audited Financial Statements
Statements of Net Assets Available for Plan Benefits
Statements of Changes in Net Assets Available for Plan Benefits
Notes to Financial Statements
Schedules
Assets Held for Investment
Transactions or Series of Transactions in Excess of 5% of the
Current Value of Plan Assets
<PAGE>
Report of Independent Auditors
Participants in Questar Corporation
Employee Investment Plan
We have audited the accompanying statements of net assets
available for plan benefits of Questar Corporation Employee
Investment Plan as of December 31, 1997 and 1996, and the
related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform our 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 net assets
available for plan benefits of the Plan at December 31, 1997 and
1996, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on
the financial statements taken as a whole. The accompanying
supplemental schedules are presented for the purposes of
complying with the Department of Labor's Rules and Regulation
for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, and are not a required part of the
financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the
1997 financial statements and, in our opinion, are fairly stated
in all material respects in relation to the 1997 financial
statements taken as a whole.
/s/Ernst & Young LLP
Ernst & Young LLP
March 10, 1998
Salt Lake City, Utah
<PAGE>
Questar Corporation
Employee Investment Plan
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
December 31,
1997 1996
<S> <C> <C>
Assets
Investments - at market :
Questar Corporation common stock :
Allocated $152,595,668 $120,607,987
Unallocated 17,981,632 23,554,481
Mutual funds 18,893,579 13,494,336
Merrill Lynch Retirement Preservation Trust 2,874,782
Money market fund 3,456,808
Guaranteed investment contracts 205,123
192,345,661 161,318,735
Cash and short-term investments 341,910 58,136
192,687,571 161,376,871
Contribution receivable from Questar Corporation 436,400 446,800
Contribution receivable from employees 112,759
Interest receivable 61,589 34,244
193,185,560 161,970,674
Liabilities
Unallocated contributions and dividends 176,628 55,104
Security acquisition loans 10,172,947 15,555,501
10,349,575 15,610,605
Net assets available for plan benefits 182,835,985 146,360,069
</TABLE>
See accompanying notes.
Questar Corporation
Employee Investment Plan
Statements of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
Year ended December 31,
1997 1996
<S> <C> <C>
Additions
Dividend and interest income $6,139,263 $6,578,613
Contributions :
Employee 6,444,643 6,289,741
Employer 4,665,824 4,743,757
11,110,467 11,033,498
17,249,730 17,612,111
Deductions
Withdrawals - at market 12,245,631 8,903,316
Distribution of dividends to participants 311,714 296,975
Trustee fees and commissions 18,550 16,762
Interest expense 1,093,416 1,512,487
13,669,311 10,729,540
Net realized and unrealized appreciation
in the fair value of investments 32,895,497 12,487,481
Net additions 36,475,916 19,370,052
Net assets available for plan benefits at
beginning of year 146,360,069 126,990,017
Net assets available for plan
benefits at end of year 182,835,985 146,360,069
</TABLE>
See accompanying notes.
Questar Corporation
Employee Investment Plan
Notes To Financial Statements
December 31, 1997
1. Description of the Plan
The Questar Corporation Employee Investment Plan (Plan) is a
defined contribution plan for employees of Questar Corporation
and its subsidiaries (Questar). The Plan is an employee stock
ownership plan (ESOP) as defined in Code Section 4975(e)(7).
In addition to Questar common stock, employees are able to
direct the investment of their contributions into the following
funds: the 1) Merrill Lynch Retirement Preservation Trust
(replacing the Equitable GIC and Fidelity Money Market Fund
effective July 1997), which invests primarily in a broadly
diversified portfolio of Guaranteed Investment Contracts (GICs)
and in obligations of U.S. government and government-agency
securities; 2) Fidelity Magellan Fund, which invests primarily
in common stocks; 3) Fidelity Puritan Fund, which invests
primarily in common stocks and bonds; 4) Fidelity Intermediate
Bond Fund, which invests primarily in high and upper-medium
grade fixed-income obligations; 5) Vanguard 500 Portfolio Index
Fund, which invests primarily in common stocks as it seeks to
replicate the Standard & Poor's 500 Composite Price Index; and
6) Vanguard Total International Portfolio Fund, which invests in
a combination of the European, Pacific, and Emerging Markets
Vanguard International Equity Index Funds. The Plan allows
participants to change their contribution elections one day
before the first day of the calendar month in which the change
is to become effective.
With the exception of the Questar stock fund, participants can
transfer amounts invested between the various investment funds
on a monthly basis. Employees who contribute to the stock fund
or any of the other investment funds receive employer matching
contributions in the form of leveraged Questar shares released
from the suspense account (Note 3) on up to 6% of their eligible
compensation contributed, at the following percentages: 100% of
the first 2%, 75% of the next 2%, and 50% of the next 2%.
Employees are eligible to participate in the Plan after
completing one year of service. An employee is credited with
one year of service for each year in which at least 1,000 hours
are worked or paid for by Questar or an affiliate. Subject to
certain restrictions in the Internal Revenue Code (Code),
non-highly compensated employees can elect to contribute from 1%
to 16% of annual compensation to the Plan on either a pre-tax
basis pursuant to salary reduction arrangements, that will
qualify the contributions under section 401(k) of the code,
on an after-tax basis, or a combination of the two. Highly
compensated employees"are limited to contributing from 1% to 6%
of annual compensation to the Plan on a pre-tax basis, after-tax
basis, or a combination of the two.
The Plan also provides an additional $200 annual employer
contribution at the end of the Plan year in the form of shares
of Questar stock to each employee eligible to participate in the
Plan at the beginning of the Plan year and employed on the last
day of the Plan year. This contribution is made irrespective of
whether the eligible employee actually participates in the Plan.
The Plan provides for the direct rollover of taxable amounts
withdrawn from the Plan to the Trustee of the participant's
Individual Retirement Account (IRA) or other qualified plan, if
the participant so elects.
The rules for in-service withdrawals of Questar shares and
investment funds allocated to participants' accounts and for
distributions of such amounts upon termination of employment,
disability or death are set forth in the Summary Plan
Description of the Plan.
The Plan is subject to the diversification requirements imposed
on ESOP's by the Tax Reform Act of 1986 and meets these
requirements by allowing qualified participants to receive
distributions of shares of Questar stock.
Employees are always fully vested in all shares and funds
allocated to their individual accounts. Should the Plan
terminate at some future time, all amounts allocated to the
employees' accounts would be distributed to them.
2. Accounting Policies
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual
amounts could differ from the estimates.
Investments
Investment in Questar common stock is recorded at market value
based on the closing market price on the last business day of
the year on the New York Stock Exchange. The mutual funds
are valued at market. The Merrill Lynch Retirement Preservation
Trust is valued at cost plus interest earned, which approximates
market. Short-term investments consist primarily of investments
in a separate money market portfolio fund and are valued at
market.
Dividends
Questar has a Dividend Reinvestment and Stock Purchase Plan
whereby participants may reinvest dividends to purchase
additional shares of Questar common stock at market value.
Dividends payable with respect to Questar stock purchased with
employee after-tax and 401(k) contributions are distributed
directly to participants unless they elect to have such
dividends retained in the Plan. Dividends on shares purchased
with employer contributions must be reinvested. Dividends paid
on leveraged shares are applied to the principal and interest
payments on the promissory note payable to Questar (Note 3).
Withdrawals
Withdrawals are recorded based on market prices at the date
withdrawn. The differences between cost and market at the time
of withdrawal are included in the financial statements as
realized gains or losses.
Administrative Expenses
Legal, accounting, and other administrative expenses except
commissions and a portion of the trustee fees have been paid by
Questar.
Income Taxes
The Plan is a qualified defined contribution plan under section
401(a) of the Code and is exempt from federal income tax. The
Plan administrator is not aware of any course of action or
series of events that have occurred, including Plan amendments
subsequent to the latest determination letter, that might
adversely affect the Plan's qualified status. Participants are
not subject to income tax on employer contributions (including
401(k) salary reductions) or income credited to individual
accounts until such time as these amounts are distributed. A
description of the income tax consequences to employees is
included in the Summary Plan Description of the Plan, which has
been provided to all participants.
3. Security Acquisition Loans
In 1989 the Plan issued two promissory notes payable to Questar
totaling $35,000,000 and used the proceeds to purchase 1,992,884
shares (leveraged shares) of Questar common stock at $17.5625
per share. These shares are held in a separate suspense account
established under the Trust and are released and allocated to
eligible participants as the notes are repaid over a ten-year
period. Payments on the notes are made with contributions from
Questar and from dividends and earnings received on the
remaining allocated and unallocated leveraged shares. The notes
are collateralized by the unreleased leveraged shares. The
8.25% Senior ESOP Notes-Series A matured and were redeemed on
July 1, 1996. The remaining 8.28% Senior ESOP Notes-Series B
had an outstanding balance of $10,172,947 and $15,555,501 as of
December 31, 1997 and 1996, respectively.
Under the terms of the notes, the Plan is obligated to make
principal payments annually, which, in aggregate, must meet or
exceed cumulative minimum principal payments as of each payment
date. The minimum principal payment requirements for the two
years following December 31, 1997, are $5,300,000 in 1998 and
$4,872,947 in 1999. Cumulative actual payments may exceed the
cumulative minimum payments when the actual number of shares
needed to make matching allocations exceeds the minimum shares
required to be released under the terms of the notes. Leveraged
shares in excess of those needed to make matching allocations
may also be released from the suspense account in certain years
in order to meet required cumulative minimum payments. These
excess shares will be allocated to: (i) participants who are
Questar employees on the last day of the year, (ii) participants
who are on leave under the federal Family and Medical Leave Act
of 1993 on the last day of such Plan year, and (iii) to former
participants (or their beneficiaries) who become disabled,
retire, or die during the year in which the excess leveraged
shares are released from the suspense account. At year-end 1997
and 1996, a special distribution of excess shares was allocated
to the accounts of the eligible participants who contributed to
the Plan during the year. Depending on the market price of
Questar stock, there could be further special distributions of
shares in future years.
4. Investments
First Security Bank, N.A., is the Plan Trustee. Investments in
common stock of Questar at cost for the two years ended December
31, 1997, were as follows:
<TABLE>
<CAPTION>
Allocated Unallocated
Shares Cost Shares Cost
<S> <C> <C> <C> <C>
Balances at January 1, 1996 3,087,745 $68,301,127 881,330 $15,478,358
Purchases 195,968 6,661,675
Allocation of shares 240,391 8,495,938 (240,391) (4,221,867)
Withdrawals (242,255) (5,429,734)
Balances at December 31, 1996 3,281,849 78,029,006 640,939 11,256,491
Purchases 166,787 6,533,839
Allocation of shares 237,988 9,479,216 (237,989) (4,179,682)
Withdrawals (267,113) (6,417,195)
Balances at December 31, 1997 3,419,511 87,624,866 402,950 7,076,809
</TABLE>
Average cost per share of allocated stock was $25.63 and $23.78
as of December 31, 1997 and 1996, respectively.
Market price per share of stock, both allocated and unallocated,
was $44.625 and $36.75 as of December 31, 1997 and 1996,
respectively.
The cost of allocated shares is based on the average market
purchase price for shares for each quarter, whereas the cost of
unallocated shares is shown at the original purchase price of
the shares which was $17.5625 per share.
Statement amounts that were attributable to allocated and
unallocated shares during 1997 and 1996, were as follows:
<TABLE>
<CAPTION>
Allocated Unallocated
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Changes in net realized
and unrealized
appreciation (depreciation) $31,789,566 $14,435,374 ($1,393,176)($1,748,193)
Security acquisition loans 10,172,947 15,555,501
Dividends 4,130,776 3,756,870 659,608 914,904
</TABLE>
Interest expense was entirely attributable to shares that were
unreleased during 1997 and 1996. Employer contributions
receivable, employer contributions, and distributions were
entirely attributable to allocated shares.
The net asset value per unit and the total number of units for
the Investment Funds at the end of each quarter for the years
indicated are as follows:
<TABLE>
<CAPTION>
1997 1996
Net Asset Net Asset
Value per Total Value per Total
Unit Units Unit Units
<S> <C> <C> <C> <C>
Fidelity Magellan Fund
March 31 $80.20 95,635 $87.51 84,099
June 30 91.05 98,460 74.80 99,304
September 30 99.85 99,030 76.05 96,001
December 31 95.27 102,296 80.65 97,073
Fidelity Puritan Fund
March 31 17.34 245,070 17.64 194,965
June 30 19.32 254,603 17.68 201,690
September 30 19.54 270,240 16.48 229,358
December 31 19.38 278,314 17.24 238,992
Fidelity Intermediate Bond Fund
March 31 9.90 12,937 10.14 4,008
June 30 10.02 14,492 10.00 4,677
September 30 10.12 15,605 10.00 8,667
December 31 10.17 14,177 10.08 11,630
Fidelity Money Market Fund
March 31 1.00 3,447,973 1.00 3,108,680
June 30 1.00 3,594,289 1.00 3,227,339
September 30 1.00 3,339,668
December 31 1.00 3,456,808
Equitable GIC
March 31 1.00 119,717 1.00 554,071
June 30 1.00 30,576 1.00 394,083
September 30 1.00 286,769
December 31 1.00 205,123
Vanguard 500 Portfolio Index Fund
March 31 70.69 24,769 60.43 1,412
June 30 82.73 27,380 62.89 6,664
September 30 88.65 35,939 64.59 15,395
December 31 90.07 35,548 69.16 18,502
Vanguard Total International Portfolio Fund
March 31 10.07 22,704
June 30 11.33 29,483
September 30 11.10 39,508
December 31 9.87 41,349 10.14 14,631
Merrill Lynch Retirement Preservation Trust
March 31
June 30
September 30 1.00 2,809,569
December 31 1.00 2,874,782
</TABLE>
The market values for the Investment Funds are shown below:
<TABLE>
<CAPTION>
December 31,
1997 1996
<S> <C> <C>
Merrill Lynch Retirement Preservation
Trust (RPT) $2,874,782
Fidelity Magellan Fund 9,745,725 $7,828,926
Fidelity Puritan Fund 5,393,716 4,120,223
Fidelity Intermediate Bond Fund 144,182 117,232
Vanguard 500 Portfolio Index Fund 3,201,842 1,279,596
Vanguard Total International Portfolio
Fund 408,114 148,359
Equitable Guaranteed Investment Contracts 205,123
Fidelity Money Market Fund 3,456,808
Total 21,768,361 17,156,267
</TABLE>
The changes in net assets by Fund are shown below:
<TABLE>
<CAPTION>
Year ended December 31, 1997 (1) (Continued below)
(Continued below)
Fidelity Merrill Fidelity Fidelity Fidelity
Equitable Money Lynch Magellan Puritan Intermediate
GIC Market Fund RPT Fund Fund Bond Fund
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $77,194 $51,166 $893,072 $595,681 $37,946
Employer contributions
Dividend and
Interest income $4,508 109,372 71,605 628,173 429,725 8,781
4,508 186,566 122,771 1,521,245 1,025,406 46,727
Withdrawals (148,523) (237,494) (715,103) (351,476) (11,018)
Distribution of dividends
Trustee fees
Interest expense
Net transfers in (out) (209,631) (3,494,851) 2,993,938 (269,823) 99,137 (9,823)
Net realized and unrealized
appreciation (depreciation)
of investments 1,433,222 526,640 1,630
Net additions (deductions) (205,123) (3,456,808) 2,879,215 1,969,541 1,299,707 27,516
Net assets held by trustee at
beginning of year 205,123 3,456,808 7,828,926 4,120,223 117,232
Net assets held by trustee at
end of year 2,879,215 9,798,467 5,419,930 144,748
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1997 (1)
(Continued from above)
Vanguard Vanguard
500 Total Inter-
Portfolio national Questar
Index Fund Portfolio Stock Total
Fund
<S> <C> <C> <C> <C>
Additions:
Employee contributions $881,388 $174,776 $3,846,179 $6,557,402
Employer contributions 4,676,224 4,676,224
Dividend and
Interest income 40,220 2,560 4,816,974 6,111,918
921,608 177,336 13,339,377 17,345,544
Withdrawals (254,025) (12,595) (10,515,397)(12,245,631)
Distribution of dividends (311,714) (311,714)
Trustee fees (18,550) (18,550)
Interest expense (1,093,416) (1,093,416)
Net transfers in (out) 758,170 132,883
Net realized and unrealized
appreciation (depreciation)
of investments 562,726 (25,111) 30,396,390 32,895,497
Net additions (deductions) 1,988,479 272,513 31,796,690 36,571,730
Net assets held by trustee at
beginning of year 1,279,596 148,359 128,609,999 145,766,266
Net assets held by trustee at
end of year 3,268,075 420,872 160,406,689 182,337,996
</TABLE>
(1) The above statement differs from the Statement of Net
Assets Available for Plan Benefits because the above statement
excludes receivables, and includes the value of cash allocated
to the various funds that is not yet reflected on the trustee
statements.
<TABLE>
<CAPTION>
Year ended December 31, 1996 (1)
(Continued below)
Fidelity Fidelity Fidelity Fidelity Vanguard
Equitable Money Magellan Puritan Intermediate500 Portfolio
GIC Market Fund Fund Fund Bond Fund Index Fund
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $188,611 $1,057,015 $536,516 $26,150 $318,104
Employer contributions
Dividend and
Interest income $34,211 175,199 1,193,849 451,688 3,950 5,165
34,211 363,810 2,250,864 988,204 30,100 323,269
Withdrawals (229,051) (395,221) (118,445) (126) (10,068)
Distribution of dividends
Trustee fees
Interest expense
Net transfers in (out) (536,392) 179,617 (676,580) (11,365) 51,178 852,115
Net realized and unrealized
appreciation (depreciation)
of investments (375,364) 64,825 (579) 114,280
Net additions (deductions) (502,181) 314,376 803,699 923,219 80,573 1,279,596
Net assets held by trustee at
beginning of year 707,304 3,142,432 7,025,227 3,197,004 36,659
Net assets held by trustee at
end of year 205,123 3,456,808 7,828,926 4,120,223 117,232 1,279,596
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1996 (1)
(Continued from above)
Vanguard
Total Inter-
national
Portfolio Questar
Fund Stock Total
<S> <C> <C> <C>
Additions:
Employee contributions $9,793 $4,040,792 $6,176,981
Employer contributions 4,744,956 4,744,956
Dividend and
Interest income 4,696,015 6,560,077
9,793 13,481,763 17,482,014
Withdrawals (8,150,405) (8,903,316)
Distribution of dividends (296,975) (296,975)
Trustee fees (16,762) (16,762)
Interest expense (1,512,487) (1,512,487)
Net transfers in (out) 141,427
Net realized and unrealized
appreciation (depreciation)
of investments (2,861) 12,687,180 12,487,481
Net additions (deductions) 148,359 16,192,314 19,239,955
Net assets held by trustee at
beginning of year 112,417,685 126,526,311
Net assets held by trustee at
end of year 148,359 128,609,999 145,766,266
</TABLE>
(1) The above statement differs from the Statement of Net
Assets Available for Plan Benefits because the above statement
excludes receivables.
Schedules
Questar Corporation
Employee Investment Plan
Assets Held for Investment
December 31, 1997
Assets Held in Trust by First Security Bank, N.A.
<TABLE>
<CAPTION>
Description of Investments Cost Fair Value
<S> <C> <C>
Questar Corporation Common Stock
Allocated - 3,419,511 shares $87,624,866$152,595,668
Unallocated - 402,950 shares 7,076,809 17,981,632
Fidelity Magellan Fund - 102,296 units 8,427,462 9,745,725
Fidelity Puritan Fund - 278,314 units 4,812,826 5,393,716
Fidelity Intermediate Bond Fund - 14,177 units 158,197 144,182
Vanguard 500 Portfolio Index Fund - 35,548 units 2,737,824 3,201,842
Vanguard Total International Portfolio Fund - 41,349 units 449,306 408,114
Merrill Lynch Retirement Preservation Trust
2,874,782 units 2,874,782 2,874,782
Cash and Short-Term Investments 341,910 341,910
114,503,982 192,687,571
</TABLE>
Transactions or Series of Transactions in Excess of 5% of
the Current Value of Plan Assets
Year ended December 31, 1997
<TABLE>
<CAPTION>
Purchase Selling Net Gain
Identity of Issuer DescriptionPrice Price or Loss
<S> <C> <C> <C> <C>
Category (i) - Single Transaction in Excess of 5% of Plan Assets
None
Category (ii) - Series of Transactions (Other than Securities
Transactions)
with the Same Person Aggregating 5% of Plan Assets
None
Category (iii) - A Series of Transactions in a Security Issue
Aggregating 5% of Plan Assets
Questar Corporation Common Stock -
155 6,417,195 10,515,396 4,098,201
Withdrawals
Category (iv) - Transactions in Securities with a Person if Any
Single Transaction
with that Person was in Excess of 5% of Plan Assets
None
</TABLE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 33-4436 and No. 33-48169) pertaining to the
Questar Corporation Employee Investment Plan (formerly the Questar
Corporation Employee Stock Purchase Plan) of our report dated March
10, 1998, with respect to the financial statements and schedules of
the Questar Corporation Investment Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1997.
/s/ Ernst & Young LLP
Ernst & Young LLP
Salt Lake City, Utah
April 16, 1998
