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, 1998
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 100 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, 1998.
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 100 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, 1998, 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 12, 1999 By: /s/ R. D. Cash
R. D. Cash
Chairman, Employee Benefits
Committee
Financial Statements and Schedules
Questar Corporation Employee Investment Plan
Years ended December 31, 1998 and 1997
Questar Corporation Employee Investment Plan
Financial Statements and Schedules
Years ended December 31, 1998 and 1997
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
Schedule of Assets Held for Investment
Schedule of Reportable Transactions
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, 1998 and 1997, 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, 1998 and 1997, 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 of assets held for investment purposes as of December 31, 1998,
and reportable transactions for the year then ended, are presented for
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 1998 financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the 1998 financial statements taken as a whole.
/s/Ernst & Young
Ernst & Young
Salt Lake City, Utah
March 26, 1999
Questar Corporation
Employee Investment Plan
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
December 31,
1998 1997
<S> <C> <C>
Assets
Investments - at market:
Questar Corporation common stock:
Allocated 126,795,730 152,595,668
Unallocated 5,869,895 17,981,632
Mutual funds 24,412,047 18,893,579
Merrill Lynch Retirement
Preservation Trust 2,158,833 2,874,782
159,236,505 192,345,661
Cash and short-term investments 96,780 341,910
159,333,285 192,687,571
Contribution receivable from
Questar Corporation 398,000 436,400
Interest receivable 12,224 61,589
159,743,509 193,185,560
Liabilities
Unallocated contributions and dividends 71,687 176,628
Security acquisition loans 3,955,225 10,172,947
4,026,912 10,349,575
Net assets available for plan benefits 155,716,597 182,835,985
</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,
1998 1997
<S> <C> <C>
Additions
Dividend and interest income 6,298,664 6,139,263
Contributions:
Employees 7,256,970 6,444,643
Employer 4,975,420 4,665,824
12,232,390 11,110,467
18,531,054 17,249,730
Deductions
Withdrawals - at market 25,358,000 12,245,631
Distribution of dividends
to participants 328,001 311,714
Trustee fees and commissions 16,847 18,550
Interest expense 622,900 1,093,416
26,325,748 13,669,311
Net realized and unrealized appreciation
(depreciation) in the fair value of
investments (19,324,694) 32,895,497
Net additions (deductions) (27,119,388) 36,475,916
Net assets available for plan benefits
at beginning of year 182,835,985 146,360,069
Net assets available for plan
benefits at end of year 155,716,597 182,835,985
</TABLE>
See accompanying notes.
Questar Corporation
Employee Investment Plan
Notes To Financial Statements
December 31, 1998
1. Description of the Plan
The Questar Corporation Employee Investment Plan (Plan) is a defined
contribution plan for employees of Questar Corporation and certain
of its subsidiaries (Questar). After August 1, 1999, the Plan will
continue as a defined contribution plan, but will no longer be an
employee stock ownership plan (ESOP) as defined in the Internal
Revenue Code (Code) Section 4975(e)(7). Significant amendments and
modifications were made to the Plan effective January 1, 1999 that
are discussed in the following paragraphs. The changes were
necessary to conform to new accounting software purchased from a
third party vendor that is year 2000 compliant.
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, 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. Since the beginning of
1999, employees have also been able to invest in the Vanguard Index
Trust-Small Capitalization Stock Portfolio Fund, which invests in a
diversified group of small-sized companies as it attempts to track
the performance of the Russell 2000 Index. During 1998, the Plan
allowed participants to change their contribution elections one day
before the first day of the calendar month in which the change was
to become effective. Beginning in 1999, employees are required to
have any plan change request forms submitted to the Personnel
Services Department by the 25th of the prior month.
With the exception of the Questar stock fund, participants could
transfer amounts invested with any of their employee contributions
between the various investment funds on a monthly basis. Beginning
in 1999, participants will be able to transfer all or part of their
401(k) account balance between any of the Plan investment funds,
including their 401(k) Questar stock. Participants who contributed
to the stock fund or any of the other investment funds received
employer matching contributions in the form of Questar shares
released from an ESOP 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%. In 1999, these matching percentages will change to:
100% on the first 3% and 60% on the next 3% of eligible
contributions.
In May 1998, the Plan was amended to allow employees to participate
in the Plan immediately upon hire if they were scheduled to work 20
hours per week, with a one year vesting period for employer
matching. In 1999, the one year vesting period for employer
matching is eliminated. Subject to certain restrictions in the
Code, non-highly compensated employees in 1998 could 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 would qualify the contributions under section 401(k) of the
Code, on an after-tax basis or a combination of the two. "Highly
compensated employees" were 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. In 1999, all participants will be
allowed to contribute from 1% to 16% on a pre-tax basis pursuant to
salary reduction arrangements that will qualify under section 401(k)
of the Code, subject to limits imposed by Federal tax laws and to
discrimination testing. After-tax payroll deductions to the Plan
have been eliminated.
The Plan 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.
Beginning in 1999, employees have the opportunity to borrow up to
50% of the value of their Plan account balance, not to exceed
$50,000. The interest rate will be fixed and will be equal to prime
plus one percent, set at the time the loan is made. The participant
can elect loan repayment terms up to a maximum of five years (ten
years if the loan is to purchase or build a primary residence) and
repayment is by payroll deductions. Upon termination of employment,
the participant can either elect to repay the loan at termination or
treat the loan as a taxable distribution from his/her account.
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 continues to be subject to the diversification requirements
imposed on ESOPs by the Tax Reform Act of 1986 until August 1, 1999,
and meets these requirements by allowing qualified participants to
receive a diversification distribution of shares of Questar stock in
1999.
Beginning in 1999, participants 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
participants' 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 nationally listed 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. In 1998, dividends payable
with respect to Questar stock purchased with employee after-tax and
401(k) contributions were distributed directly to participants
unless they had elected to have such dividends retained in the Plan.
In 1999, dividends on all shares of Questar stock held in the Plan
will be reinvested. Dividends paid on leveraged shares will
continue to be applied to the principal and interest payments on the
promissory note payable to Questar until the note is paid off.
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 3,985,768
shares (leveraged shares) of Questar common stock at $8.7813 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 8.28%
Senior ESOP Notes-Series B had an outstanding balance of $3,955,225
and $10,172,947 as of December 31, 1998 and 1997, 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 remaining balance of $3,955,225 will be paid off in 1999.
Any shares remaining at the end of the year in excess of those that
are required to make the monthly matching allocations 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 of 1999. At
year-end 1998 and 1997, 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 and the matching requirements for 1999, there
could be a final special distribution of shares at the end of 1999.
4. Year 2000 (Unaudited)
Questar established a team to address the issue of computer programs
and embedded computer chips being unable to distinguish between the
year 1900 and the year 2000 (Y2K). The team has identified 60
projects that are in varying stages of remediation from assessing to
testing. The projects fit into the general classifications of
application software, infrastructure, noninformation-technology
equipment and critical third-party associations. For the Plan, both
internal and external resources are being utilized to replace or
modify existing software applications, and test the software and
equipment for the year 2000 modifications. It is anticipated that
this phase of the project will be substantially completed by
mid-1999. Costs associated with modifying software and equipment
are not estimated to be significant and will be paid by the Plan
Sponsor.
The complete text of Questar's Y2K disclosure can be viewed in
Questar Corporation's annual report on Form 10-K for December 31,
1998, filed with the Securities and Exchange Commission, or on
Questar's website, www.questarcorp.com.
5. Investments
First Security Bank, N.A., is the Plan Trustee. Investments in
common stock of Questar for the two years ended December 31, 1998,
were as follows:
<TABLE>
<CAPTION>
Allocated Unallocated
Shares Cost Shares Cost
<S> <C> <C> <C> <C>
Balances at January 1, 1997 6,563,698 78,029,006 1,281,878 11,256,491
Purchases 333,574 6,533,839
Allocation of shares 475,976 9,479,216 (475,978) (4,179,682)
Withdrawals (534,226) (6,417,195)
Balances at December 31, 1997 6,839,022 87,624,866 805,900 7,076,809
Purchases 331,419 6,555,742
Allocation of shares 502,941 9,857,179 (502,941) (4,416,362)
Withdrawals (1,129,086)(14,310,440)
Balances at December 31, 1998 6,544,296 89,727,347 302,959 2,660,447
</TABLE>
Average cost per share of allocated stock was $13.63 and $12.82 as
of December 31, 1998 and 1997, respectively. Balances for 1997 have
been adjusted to reflect the two-for-one stock split on June 15,
1998. Market price per share of stock, both allocated and
unallocated, was $19.38 and $22.31 as of December 31, 1998 and 1997,
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 as the original purchase price of the shares which
was $8.7813 per share.
Statement amounts that were attributable to allocated and
unallocated shares during 1998 and 1997, were as follows:
<TABLE>
<CAPTION>
Allocated Unallocated
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Changes in net realized
and unrealized
appreciation (depreciation) (15,541,516) 31,789,566 (7,695,375) (1,393,176)
Security acquisition loans 3,955,225 10,172,947
Dividends 4,437,272 4,130,776 374,357 659,608
</TABLE>
Interest expense was entirely attributable to shares that were
unreleased during 1998 and 1997. Employer contributions receivable,
employer contributions, and distributions were entirely attributable
to allocated shares.
The market values for the Investment Funds are shown below:
<TABLE>
<CAPTION>
December 31, 1998
Merrill Fidelity Fidelity Fidelity Vanguard Vanguard Total
Lynch Magellan Puritan Intermediate500 Total
Retirement Fund Fund Bond Fund Portfolio International
Preservation Index Fund Portfolio
Trust Fund
<S> <C> <C> <C> <C> <C> <C>
2,158,833 11,807,522 6,060,489 309,144 5,640,040 594,852 26,570,880
December 31, 1997
Merrill Fidelity Fidelity Fidelity Vanguard Vanguard Total
Lynch Magellan Puritan Intermediate500 Total
Retirement Fund Fund Bond Fund Portfolio International
Preservation Index Fund Portfolio
Trust Fund
2,874,782 9,745,725 5,393,716 144,182 3,201,842 408,114 21,768,361
</TABLE>
The changes in net assets by Fund are shown below:
<TABLE>
<CAPTION>
Year ended December 31, 1998 (1)
Merrill Fidelity Fidelity Fidelity Vanguard Vanguard Questar Total
Lynch Magellan Puritan Intermediate500 Total Stock
RPT Fund Fund Bond Fund Portfolio International
Index Fund Portfolio
Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions 108,120 977,047 683,635 53,232 1,364,196 180,398 3,890,342 7,256,970
Employer contributions 5,013,820 5,013,820
Dividend and
Interest income 153,245 572,475 631,056 15,582 116,107 19,111 4,840,454 6,348,030
261,365 1,549,522 1,314,691 68,814 1,480,303 199,509 13,744,616 18,618,820
Withdrawals (1,083,647) (1,434,205) (847,174) (81,547) (614,773) (66,125)(21,230,529)(25,358,000)
Distribution of dividends (328,001) (328,001)
Trustee fees (16,847) (16,847)
Interest expense (622,900) (622,900)
Net transfers in (out) 103,785 (650,653) (85,939) 174,287 475,204 (16,684)
Net realized and unrealized
appreciation (depreciation)
of investments 2,554,731 263,219 2,842 1,034,126 57,280 (23,236,892)(19,324,694)
Net additions (deductions) (718,497) 2,019,395 644,797 164,396 2,374,860 173,980 (31,690,553)(27,031,622)
Net assets held by trustee at
beginning of year 2,879,215 9,798,467 5,419,930 144,748 3,268,075 420,872 160,406,689 182,337,996
Net assets held by trustee at
end of year 2,160,718 11,817,862 6,064,727 309,144 5,642,935 594,852 128,716,136 155,306,374
</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 cash value held in the Fund accounts
hat is intended to be used to purchase Fund shares.
<TABLE>
<CAPTION>
Year ended December 31, 1997 (1)
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 0 0 2,879,215 9,798,467 5,419,930 144,748
</TABLE>
<TABLE>
<CATION>
Year ended December 31, 1997 (1) (continued)
Questar
Vanguard Vanguard Stock
500 PortfoliTotal International
Index Fund Portfolio Fund Total
<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 cash value held in the Fund accounts
that is intended to be used to purchase Fund shares.
EIN 87-0407509
PLAN #002
Questar Corporation
Employee Investment Plan
Line 27a-Schedule of Assets Held for Investment
December 31, 1998
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 - 6,544,296 shares 89,727,347 126,795,730
Unallocated - 302,959 shares 2,660,447 5,869,895
Fidelity Magellan Fund - 97,728 units 9,006,302 11,807,522
Fidelity Puritan Fund - 301,968 units 5,582,188 6,060,489
Fidelity Intermediate Bond Fund - 30,102 units 332,500 309,144
Vanguard 500 Portfolio Index Fund - 49,496 units 4,255,007 5,640,040
Vanguard Total International
Portfolio Fund - 53,159 units 566,658 594,852
Merrill Lynch Retirement Preservation Trust
2,158,833 units 2,158,833 2,158,833
114,289,282 159,236,505
</TABLE>
EIN 87-0407509
PLAN #002
Questar Corporation
Employee Investment Plan
Line 27d-Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
Description Purchase Selling Net Gain
Identity of Issuer of Assets Price 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 -
201
Withdrawals 14,310,440 21,230,529 6,920,089
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>
EXHIBIT INDEX
Exhibit
Number Exhibit
23. Consent of Independent Auditors.
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
26, 1999, 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, 1998.
s/s Ernst & Young LLP
Ernst & Young LLP
Salt Lake City, Utah
April 6, 1999
