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, 1998 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.)

180 East 100 South, P.O. Box 45360, Salt Lake City, Utah84145-0360
(Address of principal executive offices)               (Zip code)

Registrant's telephone number, including area code:(801) 324-5555

    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
   Medium Term Notes, Series A, 5.85% to 6.48% due 2008 to 2018

     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 29, 1999.  $0.

     Indicate the number of shares outstanding of each of the 
registrant's classes of common stock, as of March 29, 1999.  6,550,843 
shares of Common Stock, $1.00 par value.  (All shares are owned by 
Questar Regulated Services Company.)

     Registrant meets the conditions set forth in General Instruction 
(I)(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
           Transmission System
           Transportation Service
           Storage
           Regulatory Environment
           Competition
           Employees
           Relationships with Affiliates

Item 3. LEGAL PROCEEDINGS

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

                              PART II

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

Item 6. (Omitted)

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

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY 
        DATA 

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

                             PART III

Items
10-13.  (Omitted)


                              PART IV

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

SIGNATURES 


                             FORM 10-K
                        ANNUAL REPORT, 1998

                              PART I

ITEMS 1 AND 2.  BUSINESS AND PROPERTIES

General

     Questar Pipeline Company ("Questar Pipeline" or the "Company") is 
an interstate pipeline company that transports and stores natural gas 
in the Rocky Mountain states of Utah, Wyoming, and Colorado.  The 
Company is an affiliate of Questar Corporation ("Questar"), an 
integrated energy services holding company.  As a "natural gas 
company," the Company is subject to regulation by the Federal Energy 
Regulatory Commission (the "FERC") pursuant to the Natural Gas Act of 
1938, as amended.  

     Questar Pipeline, as an open-access pipeline, transports gas for 
affiliated and unaffiliated customers.  It also owns and operates the 
Clay Basin storage facility, 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"), and TransColorado Gas 
Transmission Company ("TransColorado").  

     During 1998, the Company significantly expanded its potential 
transportation capacity.  As TransColorado partners, wholly-owned 
subsidiaries of Questar Pipeline and KN Energy built the TransColorado 
pipeline project, which is a 292-mile pipeline that runs from western 
Colorado to northwestern New Mexico.  The Company also acquired a 
700-mile crude oil pipeline that extends from northern New Mexico to 
southern California, renamed the line "Southern Trails," and commenced 
the necessary regulatory and environmental proceedings to convert the 
line to transport natural gas.

     Questar Pipeline is a wholly-owned subsidiary of Questar 
Regulated Services Company ("Regulated Services"), which is a 
subholding company of Questar.  Other entities within the Regulated 
Services group include Questar Gas Company ("Questar Gas"), a local 
distribution company, and, as of January 1, 1999, Questar Energy 
Services, Inc., an entity created to market additional services to 
utility customers.  All Regulated Services companies are managed by a 
common group of officers, which increases administrative efficiency.

     The Company has significant business relationships with its 
affiliates, particularly Questar Gas.  To serve the needs of its 
663,400 customers in Utah, southwestern Wyoming, and southeastern 
Idaho, Questar Gas has reserved approximately 800,000 decatherms 
("Dth") per day of firm transportation capacity on Questar Pipeline's 
transmission system.  (A Dth is the amount of heat energy equal to 10 
therms or one million British thermal units ("Btu")).  Questar Gas has 
also contracted for 24 percent of the firm storage capacity available 
at Clay Basin and has storage contracts at the smaller storage 
reservoirs operated by Questar Pipeline.

     Questar Pipeline transports natural gas owned by Questar Gas and 
produced from properties operated by Wexpro Company ("Wexpro"), 
another affiliate, as well as some natural gas volumes purchased 
directly by Questar Gas from field producers and other suppliers.  The 
Company also transports volumes that are marketed by Questar Energy 
Trading Company ("Questar Energy Trading"), another affiliated entity.  
The following diagram sets forth the corporate structure of the 
Company and certain affiliates:

                                     
Questar Corporation
  Questar Market Resources, Inc.
    Wexpro Company
    Questar Exploration and Production Company
    Celsius Energy Company
    Questar Energy Trading Company
    Questar Gas Management Company               
              
  Questar Regulated Services Company
    Questar Pipeline
       Questar Line 90 Company
       Questar Transportation Services Company
       Questar Southern Trails Pipeline Company
       Questar TransColorado, Inc.
    Questar Gas Company
    Questar Energy Services, Inc.     

  Questar InfoComm,Inc.           


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

Transmission System

     The Company's core 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 of its physical configuration, multiple 
interconnections to other interstate pipeline systems, and 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"); The 
Williams Companies Inc. ("Williams"), including Kern River Gas 
Transmission Company ("Kern River"); and TransColorado.  These 
connections have opened markets outside Questar Gas's service area and 
allow the Company to transport gas for others.

     The Company's transmission system includes 1,726 miles of 
transmission lines that interconnect with other pipelines and that 
link various producers of natural gas with Questar Gas's distribution 
facilities in Utah and Wyoming.  (This total transmission mileage 
includes pipelines associated with the Company's storage fields and 
tap lines used to serve Questar Gas.)  The system includes two major 
segments, often referred to as the northern and southern systems, 
which are linked together.  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 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.

     In addition to the transmission system described above, Questar 
Pipeline has a 54 percent interest and is the operating partner in 
Overthrust, a general partnership that was organized in 1979 to 
construct, own, and operate the Overthrust segment of Trailblazer.  
Trailblazer is a major 800-mile pipeline that transports gas from 
producing areas in the Rocky Mountains to the Midwest.  The 88-mile 
Overthrust segment is the western-most of Trailblazer's three 
segments.  Although the Overthrust segment is currently underutilized, 
the Company and its remaining partners are reviewing opportunities, 
including backhauling, to increase its value.  The Overthrust 
partnership agreement requires unanimous consent of all partners on 
major operating and financial issues.

     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 
major 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.

     April 1, 1999 is the scheduled start-up date for the 
TransColorado pipeline project, a pipeline owned by TransColorado, in 
which the Company's subsidiary, Questar TransColorado, Inc., has a 50 
percent interest.  The $295 million project, which was originally 
announced in 1990, has a design capacity of 300 million cubic feet 
("MMcf"), but will operate on a reduced basis until market demand 
improves and additional interconnecting facilities are constructed.  
The line originates at a point on Questar Pipeline's system 25 miles 
east of Rangely in northwestern Colorado and extends 292 miles to the 
Blanco hub in northwestern New Mexico.  It was constructed to 
transport natural gas from the Rocky Mountain area that was 
traditionally priced lower than other gas supplies, e.g., San Juan, to 
California and Midwestern markets through interconnections with major 
pipeline systems.  At the present time, natural gas prices and the 
resulting lack of basis differentials between Rocky Mountain 
production and San Juan production require the TransColorado partners 
to discount transforation rates.

     Questar Pipeline acquired a 700-mile, 16-inch diameter oil 
pipeline from ARCO Pipeline Company during 1998.  This line extends 
from the Four Corners area where the states of Arizona, New Mexico, 
Colorado, and Utah meet to Long Beach, California.  After acquiring 
the line, the Company renamed it Southern Trails, conducted an open 
season to gauge customer interest, and filed the necessary application 
to obtain FERC certification.  Converting the line to natural gas will 
require extensive environmental review.  Questar Pipeline is handling 
the project on an expedited basis and expects the line to be in 
service by mid-2000.  The Company believes that completion of the 
Southern Trails conversion will improve the ability to market capacity 
on TransColorado.  Questar Pipeline's activities in conjunction with 
this project are conducted through its subsidiaries, Questar Line 90 
Company and Questar Southern Trails Pipeline Company.


Transportation Service

     Questar Pipeline's largest transportation customer is its 
affiliate, Questar Gas.  During 1998, the Company transported 107.5 
million decatherms ("MMDth") for Questar Gas, compared to 110.3 MMDth 
in 1997.  These transportation volumes include Questar Gas's 
cost-of-service gas produced by Wexpro and volumes purchased by 
Questar Gas directly from field producers and other suppliers. 

     Effective September 1, 1993, Questar Gas converted its firm sales 
capacity to firm transportation capacity on the Company's transmission 
system.  Questar Gas has reserved capacity of about 800,000 Dth per 
day, or 74 percent of Questar Pipeline's reserved daily capacity.  
Questar Gas paid an annual reservation charge of approximately $50.7 
million to the Company in 1998, which includes reservation charges 
attributable to firm and "no-notice" transportation.  Questar Gas only 
needs its total reserved capacity during peak-demand situations.  When 
it is not fully utilizing its capacity, Questar Gas releases the 
capacity to others, primarily industrial transportation customers and 
marketing entities.

     Questar Pipeline's transportation agreement with Questar Gas 
expires on June 30, 1999.  The parties have agreed to extend the 
contract for three years, reflecting Questar Gas's growing peak-demand 
requirements and the Company's competitive rates.    

     The Company recovers approximately 95 percent of its transmission 
cost of service through reservation charges from firm transportation 
customers.  In other words, these customers pay for access to 
transportation capacity, rather than on the basis of the volumes 
actually transported.  Consequently, the Company's throughput volumes 
do not have a significant effect on its short-term operating results.  
Questar Pipeline's transportation revenues are not significantly 
affected by fluctuating demand based on the vagaries of weather or gas 
prices.  The Company's revenues may be adversely affected if the FERC 
changes its basic regulatory scheme of "straight fixed-variable" 
rates.

     The Company's total system throughput decreased from 264.3 MMDth 
in 1997 to 255.1 MMDth in 1998.  This decrease was primarily 
attributable to lower transportation volumes for affiliated customers, 
which declined from 148.1 MMDth in 1997 to 134.4 MMDth in 1998. 
Despite the decrease in volumes, Questar Pipeline's transportation 
revenues increased by 3 percent between the two years, from $68.8 
million in 1997 to $70.8 million in 1998 due to increased contract 
demand.

     Questar Pipeline's transmission system is an open-access system 
and has been since September of 1988.  The Company's tariff provisions 
require it to transport gas on a nondiscriminatory basis when it has 
available transportation capacity.  The Company does have limited 
opportunities for interruptible transportation services.

     Questar Pipeline will continue to develop and build new lines and 
related facilities that will allow it to meet customer needs or 
improve customer services.  During 1998, the Company completed a 
project begun in 1997 to install a 20-inch diameter line and 
associated facilities between Clay Basin and its major compressor 
complex located in Rock Springs in southwestern Wyoming. This project, 
which added 88 thousand decatherms ("MDth")  of firm capacity, 
expanded Questar Pipeline's capacity to move gas north from Clay Basin 
and its southern system.  The Company also installed new compression 
facilities on its southern system near Price, Utah.  The new 
facilities, referred to as the Oak Spring compression facilities--added 
approximately 52 MDth of firm capacity.

     Through a special purpose subsidiary, Questar Transportation 
Services Company, Questar Pipeline is building a processing facility 
near Price, Utah, to extract carbon dioxide from gas produced from 
coal seams in the Ferron area.  The gas volumes have a lower heating 
content than can be burned by appliances in Questar Gas's service 
area.  Extracting the carbon dioxide increases the heating content of 
the volumes.

     The Company is also gauging interest in a project that would 
deliver coal-seam gas from the Ferron area to an interconnection on 
the Kern River line in central Utah.  The project involves looping 
existing lines owned by Questar Pipeline.

Storage

     Questar Pipeline's Clay Basin storage facility in northeastern 
Utah is the largest underground storage reservoir in the Rocky 
Mountains.  During 1998, the storage facility at Clay Basin was 
expanded by 5 billion cubic feet ("Bcf") of working gas and 2.5 Bcf of 
cushion gas, bringing total storage capacity to 117.5 Bcf.  (Working 
gas is gas that is injected and withdrawn for customers, while cushion 
gas remains in the reservoir.)  Clay Basin has been operational since 
1977 and has been successfully expanded several times.

     Clay Basin's firm storage capacity is fully subscribed by 
customers under long-term agreements.  Questar Gas currently has 13.3 
Bcf of working gas capacity at Clay Basin.  Other large customers 
include Williams; Washington Natural Gas Company, a distribution 
utility in the state of Washington; and BC Gas Utility Ltd., a 
distribution utility in British Columbia, Canada.  Storage service is 
important to distribution companies that need to match annual gas 
purchases with fluctuating customer demand, improve service 
reliability, and avoid imbalance penalties.

     Questar Pipeline offers interruptible storage service at Clay 
Basin and also allows firm storage service customers the right to 
transfer their injection and withdrawal rights to other parties.

     The Company also owns and operates three smaller storage 
reservoirs.  These projects were developed specifically to serve 
Questar Gas's needs, and Questar Gas reserves 100 percent of their 
working gas capacity.  These small reservoirs are used primarily to 
supplement Questar Gas's gas supply needs on peak days.

     The Company's storage facilities are certificated by the FERC, 
and its rates for storage service (based on operating costs and 
investment in plant plus an allowed rate of return) are subject to 
approval by the FERC.

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.  

     Questar Pipeline does not currently plan to file a general rate 
case in 1999 and has no open rate case issues before the FERC.  It, 
however, will continue to review its revenues and costs as it adds new 
facilities that are not included in its rate base and makes 
expenditures to comply with regulatory mandates.

     In July of 1998, the FERC issued a Notice of Proposed Rulemaking 
("NOPR") in Docket No. RM98-10-000, seeking comments on a wide range 
of issues relating to competition in short-term transportation 
markets.  The NOPR includes proposed rules requiring pipelines to 
report and auction all unused daily capacity and to provide shippers 
with greater operational flexibility.  In a companion Notice of 
Inquiry issued at the same time, the FERC proposed permitting 
incentive-based rate alternatives to cost-based rates for long-term 
service.  Both regulatory initiatives indicate that the FERC is 
continuing to push for competitive conditions within the 
transportation industry and to view transportation capacity as a 
commodity, even as it subjects pipelines to additional regulation.  
The Company is closely monitoring the FERC's rulemaking proceedings, 
but maintains that it is too early to speculate concerning final rules 
and to measure the impact of any final rules on Questar Pipeline's 
operation.

     Questar Pipeline recently amended its FERC application for the 
Southern Trails project to obtain "optional" certification because it 
did not demonstrate, to the satisfaction of the FERC staff, sufficient 
evidence of market support, i.e., signed contracts with shippers, for 
the project and did not want to delay commencement of the necessary 
regulatory and environmental review.  When proposing and building new 
pipeline projects under the optional-certificate process, the Company 
is generally at full risk for changes in market conditions.

     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 
and alcohol testing regulations.

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

Competition

     Competition for Questar Pipeline's transportation and storage 
services has intensified in recent years.  Regulatory changes have 
significantly increased customer flexibility.  The Company actively 
competes with other interstate pipelines for transportation volumes 
throughout the Rocky Mountain region.

     The Company has two 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 also has the 
Clay Basin storage facility, a storage reservoir that has been 
successfully operated since 1977, has been expanded in response to 
interest from customers, and is fully subscribed by firm-service 
customers under contracts that are generally long-term in nature.  
Questar Pipeline intends to take advantage of these assets by 
increasing its "intra hub" capacity or its ability to quickly and 
reliably move gas volumes between receipt and delivery points and by 
continuing to review opportunities to increase its storage capacity 
and services.  

     Questar Pipeline has a strong commitment to increase its presence 
in other parts of the western United States as witnessed by its 
participation in the TransColorado pipeline project and by its 
acquisition of direct transportation capacity that reaches California 
markets.  The Company's ability to compete with other pipelines is 
affected by natural gas prices in the supply basins connected to its 
pipeline compared to prices in other basins connected to competing 
pipelines.  Questar Pipeline's ability to contract with industrial 
customers in California for capacity on the Southern Trails line is 
affected by regulatory provisions that protect local distribution 
companies in California.  The Company's future success in new markets 
may be affected by its ability to compete with other entities that are 
often larger and possess greater resources.

Employees

     As of December 31, 1998, the Company and its subsidiaries had 122 
employees, compared to 164 as of the end of 1997.  This decrease 
reflects the early retirement program offered to eligible employees 
during 1998 and some reorganization activities within the Regulated 
Services group.  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 Questar Gas.  Some of these 
relationships are described above.  See Note 8 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 InfoComm,Inc., under the terms of a written 
agreement.  Regulated Services, the Company's parent, has employees 
who perform administrative, engineering, accounting, marketing, 
budget, tax, regulatory affairs, and legal services for all entities 
within it, including Questar Pipeline.  Questar also provides certain 
administrative services, governmental affairs, financial, and audit, 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.  

     The Company and some of its affiliates have been named as 
defendants in a lawsuit filed under the federal false claims act by an 
individual engaged in natural gas production.  The case is one of 77 
substantially similar cases filed contemporaneously by this producer 
against pipelines and their respective affiliates, in which the 
producer alleges mismeasurement of the heat content of natural gas 
volumes and the understatement of the value of gas on which royalty 
payments are due the federal government.  The complaint also claims 
treble damages and seeks imposition of civil penalties.  The 
producer's complaint does not include a request for any specific 
damages.  Management believes that the producer's allegations and 
claims against Questar Pipeline do not have merit.

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 Regulated Services.  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 DISCUSSION AND ANALYSIS OF FINANCIAL
*CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Natural Gas Transmission  - Questar Pipeline conducts natural
gas transmission and storage operations.  Following is a
summary of financial results and operating information:
<TABLE>
<CAPTION>
                                          Year Ended December 31,    
                                        1998        1997        1996 
                                         (Dollars In Thousands)  
<S>                                 <C>         <C>         <C>
OPERATING INCOME
Revenues                              
  Transportation                        $70,824     $68,837     $67,656
  Storage                                36,463      34,410      34,280
  Other                                   1,270       2,190       2,242
        Total revenues                  108,557     105,437     104,178
                                                                       
Operating expenses                                                     
  Operating and maintenance              38,832      37,334      39,959
  Depreciation and amortization          13,927      14,797      14,206
  Other taxes                             2,600       2,816       2,519
        Total expenses                   55,359      54,947      56,684
          Operating income              $53,198     $50,490     $47,494
                                                                       
OPERATING STATISTICS                        
Natural gas transportation volumes (in Mdth)
    For unaffiliated customers          120,747     116,215     131,895
    For Questar Gas                     107,501     110,311     100,161
    For other affiliated customers       26,878      37,797      44,327
       Total transportation             255,126     264,323     276,383
   Transportation revenue (per dth)       $0.28       $0.26       $0.24
Clay Basin storage, working gas-                                       
    capacity (in Bcf)                      51.3        46.3        46.3 
</TABLE>

Revenues were $3,120,000 higher in 1998 when compared with
1997 as a result of increasing firm-transportation reservation
fees and expanding firm-storage capacity. Revenues increased
$1,259,000 or 1% in 1997 when compared with 1996 as a result
of adding firm-transportation contracts. The new contracts
cover several short-haul portions of the pipeline.

Transportation revenues were $1,987,000 higher in 1998 when
compared with 1997 as a result of higher average
firm-transportation fees.  However, transportation volumes
declined by 3% from 1997. Marketing programs continue to seek
replacement of customers that leave the system.  As of
December 31, 1998, approximately 76% of  Questar Pipeline's
transportation system was reserved by firm-transportation
customers under contracts with varying terms and lengths. The
remaining 24% of transportation system capacity, which has
multiple delivery points, is available for interruptible or
short-term firm transportation.

Questar Gas has reserved transportation capacity from Questar
Pipeline of approximately 800,000 dth per day, representing  
74% of the total reserved daily-transportation capacity at   
December 31, 1998. This contract, which accounts for 79% of  
the demand charges collected by Questar Pipeline, expires June
30, 1999.  Management has extended the contract and does not  
believe that the contract will have a material impact on the
results of operations, financial position or cash flows of
Questar Pipeline.
                 
Questar Pipeline expanded working gas capacity at its Clay
Basin underground storage facility in 1998 by 5 Bcf  to 51.3
Bcf.  Questar Pipeline was able to sign-up customers for the
new capacity under long-term commitments.  The expansion,    
which began service in May 1998, added $2,026,000 to 1998    
revenues.  Customers pay a fixed fee to reserve firm-storage 
capacity.  Storage revenues were flat in 1997 when compared
with 1996.  Storage capacity at the end of 1998 was 100%
subscribed and about 76% of the contractual volumes had
remaining terms of at least 10 years. Questar Gas has reserved
24% of firm-storage capacity for at least 10 years.

Questar Pipeline's operating and maintenance expenses
increased 4% in 1998 compared with 1997 due primarily to
expansion of data processing and telecommunications networks
and more general maintenance and repair projects.  However,
labor costs were $750,000 lower in 1998 due to a reduction in
the number of employees. An early-retirement program was
offered to employees of Regulated Services effective July 31,
1998.  Operating and maintenance expenses decreased 7% in 1997
because of cost-containment measures and reduced labor and
related costs.  In 1997, Questar Gas and Questar Pipeline
combined functions common to gas-distribution and
gas-transmission operations in order to eliminate
duplications.

Increased investment in capital projects has resulted in
higher depreciation charges in 1998. However, the full impact
of increased investment was partially offset by a downward
adjustment of depreciation expense in the second quarter of
1998.  Other taxes were lower in the 12-month period ended
December 31, 1998 compared with the same period of 1997 as a
result of property tax refunds. Other income was substantially
lower in the 1998 compared with the 1997 period due to not
repeating gains on selling properties and an adjustment of a
regulatory liability as a result of transferring the gathering
division.

Debt expense was higher in 1998 compared with 1997 because of
additional  long-term borrowings. In 1998, the Company
borrowed $88.4 million under its medium-term note program with
a weighted average coupon rate of 6.14% and a weighted average
maturity of 12.6 years.

Questar Pipeline has a 50% ownership interest in a partnership
that constructed the 270-mile Phase II of the TransColorado  
Pipeline in western Colorado and northwestern New Mexico.
Construction of Phase II began in July 1998 and was
substantially completed at December 31, 1998.  The in-service
date for Phase II is expected to be April 1999.  With
completion of Phase II, Questar Pipeline will acquire El Paso
Energy Corporation's 50% interest in Phase I of the pipeline
project completed in 1996, making Questar Pipeline a 50% owner
of the entire project with KN Energy.

The 292-mile pipeline cost approximately $295 million,
including the costs of Phase I.  During its startup period,
the pipeline's capacity is expected to be about 138 MMcf per
day.  Pipeline capacity will be increased to its designed  
capacity of 300 MMcf per day by adding compression as load
requirements develop. The two owners have agreed to contract
for some capacity at a discounted rate during the first three
years of operation. However, the cost of operating the
pipeline during this period is expected to exceed the revenue
for transporting gas. The pipeline has a tariff rate of $.40
per dth, but likely will be required to offer discounts to
shippers during the first several years of service because of
competitive market conditions. A major factor is the
differential in gas prices between the San Juan basin and the
Rocky Mountains.  The differential is generally seasonal with
higher prices occurring during the summer to meet demand for
electricity generation.

TransColorado Gas Transmission Co., a partnership in which
Questar Pipeline owns a 50% interest through a subsidiary,
entered into a $200 million, three-year revolving credit
facility on October 14, 1998. Questar Pipeline and KN Energy
have each guaranteed the repayment of their proportionate
share of the loan.  Proceeds from this debt were used to
finance the construction of the TransColorado pipeline. The
partnership had borrowed $160 million under this arrangement
as of December 31, 1998.

A subsidiary of Questar Pipeline, Questar Line 90 Company,
purchased an oil pipeline extending from the Paradox producing
basin of northwestern New Mexico to Long Beach, California, in
1998 for $38 million.  The Company intends to convert this
line, named the Southern Trails Pipeline, to transport natural
gas to customers in the Los Angeles basin.  At this time,
conversion and compression facilities are expected to add
approximately $117 million to the total cost of the project
and to be in-service by mid-2000.  The pipeline capacity is
expected to be 120 MMdth per day after modifications. Questar
Pipeline plans to connect the Southern Trails Pipeline to the
TransColorado and other pipelines.


LIQUIDITY AND CAPITAL RESOURCES

Operating Activities
 
Net cash provided from operating activities was $60,983,000 in
1998, $43,236,000 in 1997 and $46,710,000 in 1996. Net cash
provided from operating activities increased 41% in 1998 
compared with 1997 due primarily to timing of payment of
accounts payable associated with pipeline construction.

Investing Activities

Following is a summary of capital expenditures for 1998, 1997
and a forecast of 1999 expenditures:

                            1999 
                         Estimated      1998        1997  
                        (In Thousands)                    

Transmission system         $26,100     $21,395     $19,622
Storage                       1,700       6,284       1,399
Partnerships                 10,200      26,000       6,214
Southern Trails Pipeline     30,000      39,471
CO2 plant                    12,800      16,259
General                       8,200       4,909       5,361
                            $89,000    $114,318     $32,596

In 1998, transmission included the purchase of a 700-mile
pipeline, substantial completion of construction of Phase II
of the TransColorado Pipeline, initial construction of a CO2
plant, replacement and expansion projects on sections of
existing transmission lines and expansion of the Clay Basin
storage reservoir.

Financing Activities

Questar Pipeline funded 1998 capital expenditures and dividend
payments primarily with the proceeds from net cash provided
from operating activities, amounts borrowed under a
medium-term note program and an increase in notes payable to
Questar. Forecasted 1999 capital expenditures of $89 million
are expected to be financed from net cash flow provided from
operations and additional borrowings under the medium-term
note program and from Questar.  The Company retired $20
million of its 9 7/8% debt in May of 1998 for a cash payment
of $23,386,000, which included a premium payment and interest
due.

Questar makes loans to Questar Pipeline under a short-term
borrowing arrangement.  Outstanding short-term notes payable
to Questar at December 31 totaled $38,000,000 with an interest
rate of 5.71% in 1998 and $25,800,000 with an interest rate of
6.02% in 1997.

Questar Pipeline's capital structure at year-end 1998 was 51%
long-term debt and 49% common shareholder's equity.  Moody's
and Standard and Poor's have rated the Company's long-term
debt A1 and A+, respectively.


Year 2000
               
Introduction

     Questar Pipeline is addressing the issue of computer programs and 
embedded computer chips being unable to distinguish between the year 
1900 and the year 2000 ("Y2K").

     In a coordinated effort with Questar Corporation's Y2K project 
team, the basic approach is to provide company-wide management and 
coordination combined with distributed compliance responsibility at 
the various business units.  The Y2K team is responsible for fostering 
awareness; establishing company-wide strategy; coordinating Questar 
Pipeline action items and information; and providing periodic internal 
status reports.  The effort is designed to be consistent with the 
Questar Corporation's Y2K project and the prudent efforts of publicly 
traded companies of similar size, business, and complexity.

     Questar InfoComm, Inc. (an affiliate which provides information 
technology services) is responsible for Y2K compatibility of all 
communications systems; networks (LANs and WANs); corporate-wide 
applications and operating systems; mainframe resident commercial 
off-the-shelf products; and for developing, implementing and 
coordinating testing procedures.
 
General

     The Y2K team operates under a written plan (the "Plan") 
addressing infrastructure, applications software (infrastructure and 
applications software are sometimes collectively referred to as "IT 
systems"), outside suppliers and customers, and process control and 
instrumentation containing embedded chips (non-IT systems).  The 
Company's in-house programmers and systems analysts (including those 
of Questar InfoComm, Inc.) are primarily responsible for the 
conversion and testing of certain non-compliant application software 
code. In addition, the services of outside consultants and programmers 
were engaged to assist with project management and completion of 
coding for certain software programs. The general phases common to all 
business units are:

     (1) Inventory
     (2) Prioritization
     (3) Project start-up
     (4) Assessment
     (5) Remediation
     (6) Testing; and
     (7) Project closeout.

Implementation of the Plan is generally proceeding on schedule. 

Status

     Inventory and Assessment. The inventory and assignment of 
priority was essentially completed in April 1998.  Throughout the 
ongoing Y2K project, these inventory listings continue to be 
monitored.  Material items were defined as those the Company believed 
to involve a risk to the safety of individuals; or which may cause 
damage to property or the environment; or which may affect the 
Company's ability to provide transportation. 
 
     Projects Planning. Based on the inventory and determined 
priorities, 35 individual items have been combined into 2 projects. 
Project managers have been assigned, standard project documentation 
has been established, training sessions are being held with the 
various project managers, and standard management reporting forms have 
been devised and are being utilized. All of the foregoing activities 
comprise what has been defined as "project start-up."

     Applications Software. The applications software section of the 
Plan addresses both the conversion of applications software that is 
not Y2K compliant and the replacement of such software.  The testing 
phase of this section is scheduled for completion by the third quarter 
of 1999. The testing phase is conducted as the software is remediated 
or replaced.  Currently there are 2 projects identified in this 
section, both in assessment.  Contingency planning for this section 
began in the third quarter of 1998 and is scheduled to be completed by 
mid-1999.

     Non-IT Equipment. Inventory and assessment phases are in progress 
for non- IT systems. This section of the Plan is considered to be one 
project and addresses hardware, software and associated embedded 
computer chips used in the operation of all facilities operated by the 
Company.  This section presents unique problems in that it is often 
difficult to determine whether embedded chips have a date function 
that present a Y2K problem.  It is also difficult to take certain 
critical systems, such as compressors and pipeline valves, off-line 
for testing. Because of this, the Company has engaged the services of 
a consultant, Stone & Webster, to help with this effort. The Company 
believes the replacement, repair and testing of non-IT systems 
equipment is on schedule to be completed by third quarter 1999. As of 
December 31, 1998, the embedded chip project is active and in the 
assessment phase. Contingency planning for this section began in the 
third quarter of 1998 and is scheduled to be completed by year end 
1999.

     Testing. The testing phases of the Plan are underway.  The 
Company has developed a testing procedure and guidelines to help 
system users and project managers develop their specific test plans 
and to ensure consistency in testing. The Company has assembled a test 
facility which duplicates, in essential details, the production 
environment.  The test facility is in operation.  Responsible project 
managers and system users continue to develop their test plans and 
schedule testing in the facility.

     Critical Third Parties. The outside vendors and customers section 
of the Plan includes the process of identifying and prioritizing 
critical suppliers and customers and communicating with them about 
their plans and progress in addressing their Y2K problems. The various 
business units have formed project teams which have begun the detailed 
evaluation of the most critical third parties and to elicit required 
information.  The process of evaluating these external agents 
commenced in the third quarter of 1998 and first contacts with vendors 
have been made. This process is scheduled for completion by mid-1999, 
with follow-up reviews scheduled through the remainder of 1999. This 
procedure will include the development of contingency plans, scheduled 
for the second quarter of 1999, with completion by late 1999.  The 
Company estimates that this section was on schedule at December 31, 
1998.

Costs

     The total cost associated with efforts to become Y2K compliant is 
not expected to be material to the Company's financial position.  The 
current expense estimate of the Y2K project is $1.0 million. This 
estimate does not include Questar Pipeline's potential share of Y2K 
costs that may be incurred by partnerships and joint ventures in which 
the Company participates but is not the operator. The expense estimate 
is expected to change as the project progresses. Funds for the project 
are included in existing operating budgets.

Risks

     Failure to correct a material Y2K problem could result in an 
interruption, or a failure of, certain normal business activities or 
operations.  Such failures could materially and adversely affect the 
Company's results of operations, liquidity and financial condition.  
Due to the general uncertainty inherent in the Y2K problem - resulting 
in part from the uncertainty of the Y2K readiness of outside suppliers 
and customers and the embedded chip problems - the Company is unable 
to determine at this time whether the consequences of Y2K failures 
will have a material impact on the Company's results of operations, 
liquidity or financial condition. The Y2K project has reduced and is 
expected to continue to significantly reduce the Company's level of 
uncertainty about the Y2K problem and, in particular, about the Y2K 
compliance and readiness of its material outside vendors and 
customers. The Company believes that the possibility of significant
interruptions of normal operations is not significant.

Forward-Looking Statement

     This annual report contains some forward looking statements about 
future operations and expectations of Questar Pipeline.  Management 
believes they are reasonable representations of Questar Pipeline's 
expected performance at this time.  Actual results may vary from 
management's stated expectations and projections.

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 identified on the List of Financial Statements 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.*    Restated Articles of Incorporation dated November 17, 1995.  
         (Exhibit No. 3. to Form 10-K Annual Report for 1995.)

  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.*2 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.*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.)

  4.3.*  Indenture dated as of August 17, 1998, with First Security 
         Bank, N.A., as Trustee, for Debt Securities.  (Exhibit No. 
         4.01. to Registration Statement on Form S-3 (No. 333-61621) 
         filed August 17, 1998.)

  10.1.*1,3Overthrust 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.*4Annual Management Incentive Plan adopted by Questar Pipeline 
         Company, Questar Gas Company, and Questar Regulated Services 
         Company, as amended and restated effective May 19, 1998.  
         (Exhibit No. 10.7. to Form 10-Q Report for quarter ended June 
         30, 1998.)

  10.3.* Partnership Agreement for the TransColorado Gas Transmission 
         Company dated July 1, 1997, between KN TransColorado, Inc. 
         and Questar TransColorado, Inc.  (Exhibit No. 10.4. to Form 
         10-K Annual Report for 1997.)

  10.4.* Letter of Understanding dated July 13, 1998, on Issues 
         Relating to Phase II of TransColorado between Questar 
         TransColorado, Inc. and KN TransColorado, Inc.  (Exhibit No. 
         10.1. to Form 10-Q Report for quarter ended June 30, 1998.)

  10.5.*5Firm Transportation Service Agreement with Mountain Fuel 
         Supply Company under Rate Schedule T-1 dated August 10, 1993, 
         for a term from November 2, 1993 through June 30, 1999.  
         (Exhibit No. 10.5. to Form 10-K Annual Report for 1993.)

  10.6.*5Storage Service Agreement with Mountain Fuel Supply Company 
         under Rate Schedule FSS, for 3.5 Bcf of working gas capacity 
         at Clay Basin, with a term from September 1, 1993, through 
         August 31, 2008.  (Exhibit No. 10.6. to Form 10-K Annual 
         Report for 1993.)

  10.7.*5Storage 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, through 
         August 31, 2013.  (Exhibit No. 10.7. to Form 10-K Annual 
         Report for 1993.)

  10.8.*5Storage Service Agreement with Mountain Fuel Supply Company 
         under Rate Schedule FSS, for 5.5 Bcf of working gas capacity 
         at Clay Basin, with a term from May 15, 1994 through May 14, 
         2019.  (Exhibit No. 10.8. to Form 10-K Annual Report for 
         1995.)

  10.9.*4Questar Pipeline Company Deferred Compensation Plan for 
         Directors, as amended and restated May 19, 1998.  (Exhibit 
         No. 10.3. to Form 10-Q Report for quarter ended June 30, 
         1998.)

  10.10.*Agreement for the Transfer of Assets between Questar Pipeline 
         Company and Questar Gas Management Company, as amended, 
         effective March 1, 1996.  (Exhibit No. 10.11. to Form 10-K 
         Annual Report for 1996.)

  10.11.*Guaranty Agreement dated as of October 14, 1998, by Questar 
         Pipeline Company in favor of Bank of America Trust and 
         Savings Association.  (Exhibit No. 10.4. to Form 10-Q Report 
         for quarter ended September 30, 1998.)

  10.12.*Asset Purchase Agreement dated October 23, 1998, between 
         Questar Line 90 Company, a wholly-owned subsidiary, and ARCO 
         Pipeline Company.  (Exhibit No. 10.5. to Form 10-Q Report for 
         quarter ended September 30, 1998.)

  12.    Ratio of Earnings to Fixed Charges.

  21.    Subsidiary Information.

  23.    Consent of Independent Auditors

  24.    Power of Attorney.

  27.    Financial Data Schedule.
_______________

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

     1The 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.

     2First Security Bank, N.A., serves as the successor trustee.

     3The Overthrust Partnership Agreement has not been formally 
amended to delete the names of Columbia Gulf Transmission Company and 
Tennessee Overthrust Gas Company as partners.

     4Exhibit so marked is management contract or compensation plan or 
arrangement.

     5Agreement 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)  The Company did not file a Current Report on Form 8-K during 
the last quarter of 1998.



                    ANNUAL REPORT ON FORM 10-K

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

                   LIST OF FINANCIAL STATEMENTS

            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   YEAR ENDED DECEMBER 31, 1998

                     QUESTAR PIPELINE COMPANY

                       SALT LAKE CITY, UTAH


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

QUESTAR PIPELINE COMPANY AND SUBSIDIARIES

LIST OF FINANCIAL STATEMENTS AND 
FINANCIAL STATEMENT SCHEDULES

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

     Consolidated statements of income -- Years ended December 31, 
1998, 1997 and 1996

     Consolidated balance sheets -- December 31, 1998 and 1997

     Consolidated statements of cash flows -- Years ended December 31, 
1998, 1997 and 1996

     Consolidated statements of shareholder's equity -- Years ended 
December 31, 1998, 1997                                          and 
1996

     Notes to consolidated financial statements

All other schedules for which provision is made in the applicable 
accounting regulations 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, 1998 and 1997, and the related statements 
of income and common shareholder's equity and cash flows for each of 
the three years in the period ended December 31, 1998.  These 
financial statements are the responsibility of the Company'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 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, 1998 and 1997, and the results of its 
operations and its cash flows for each of the three years in the 
period ended December 31, 1998, in conformity with generally accepted 
accounting principles.



Salt Lake City, Utah
February 8, 1999


QUESTAR PIPELINE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                              Year Ended December 31,
                                             1998        1997        1996
                                                 (In Thousands)
<S>                                      <C>         <C>         <C>
REVENUES
  From unaffiliated customers                $37,156     $36,343     $38,837
  From affiliates                             71,401      69,094      65,341
    TOTAL REVENUES                           108,557     105,437     104,178

OPERATING EXPENSES
  Operating and maintenance                   38,832      37,334      39,959
  Depreciation                                13,927      14,797      14,206
  Other taxes                                  2,600       2,816       2,519
    TOTAL OPERATING EXPENSES                  55,359      54,947      56,684

    OPERATING INCOME                          53,198      50,490      47,494

OTHER  INCOME                                     78       1,323       1,798

INCOME FROM UNCONSOLIDATED
    AFFILIATES                                 4,011       4,629         182

DEBT EXPENSE                                 (14,456)    (13,536)    (13,416)

    INCOME FROM CONTINUING
       OPERATIONS BEFORE INCOME
       TAXES                                  42,831      42,906      36,058

INCOME TAXES                                  14,940      16,338      13,415

    INCOME FROM CONTINUING
       OPERATIONS                             27,891      26,568      22,643

DISCONTINUED OPERATIONS - Questar
    Gas Management Company                                             1,495

       NET INCOME                            $27,891     $26,568     $24,138
</TABLE>

See notes to consolidated financial statements.
<PAGE>
QUESTAR PIPELINE COMPANY
CONSOLIDATED BALANCE SHEETS

ASSETS
<TABLE>
<CAPTION>
                                                         December 31,
                                                         1998        1997
                                                       (In Thousands)
<S>                                                  <C>         <C>
CURRENT ASSETS
  Cash and short-term investments                         $9,990      $7,075
  Accounts receivable                                     20,234       9,535
  Accounts receivable from affiliates                      1,070       1,316
  Inventories, at lower of average
    cost or market                                         2,203       2,303
  Prepaid expenses and deposits                            1,714       2,035
    TOTAL CURRENT ASSETS                                  35,211      22,264

PROPERTY, PLANT AND EQUIPMENT
  Transmission                                           323,953     306,486
  Storage                                                221,220     213,264
  General and intangible                                  44,428      40,093
  Construction work in progress                           80,855      20,760
                                                         670,456     580,603
  Less allowances for depreciation                       215,589     202,427
    NET PROPERTY, PLANT AND EQUIPMENT                    454,867     378,176


INVESTMENT IN UNCONSOLIDATED
    AFFILIATES                                            54,712      26,977

OTHER ASSETS
  Income taxes recoverable from customers                  4,359       4,552
  Unamortized costs of reacquired debt                     4,717       2,564
  Other                                                    3,430       3,031
     TOTAL OTHER ASSETS                                   12,506      10,147


                                                        $557,296    $437,564


LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES
  Notes payable to Questar                               $38,000     $25,800
  Accounts payable and accrued expenses
    Accounts and other payable                            42,882      14,069
    Accounts payable to affiliates                         3,744       3,633
    Federal income taxes                                     383          62
    Other taxes                                            3,039       1,229
    Accrued interest                                         999       1,076
       Total accounts payable and
         accrued expenses                                 51,047      20,069
    TOTAL CURRENT LIABILITIES                             89,047      45,869

LONG-TERM DEBT                                           202,991     134,563

OTHER LIABILITIES                                          4,546       4,523

DEFERRED INCOME TAXES                                     63,510      62,298

COMMITMENTS AND CONTINGENCIES - Note 6

COMMON 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                              82,034      82,034
  Retained earnings                                      108,617     101,726
    TOTAL COMMON SHAREHOLDER'S EQUITY                    197,202     190,311


                                                        $557,296    $437,564
</TABLE>

See notes to consolidated financial statements.
<PAGE>

QUESTAR PIPELINE COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
                                                      Additional
                                            Common     Paid-in     Retained
                                            Stock      Capital     Earnings
                                                     (In Thousands)
<S>                                      <C>         <C>         <C>
Balance at January 1, 1996                    $6,551     $82,034    $136,020
  1996 net income                                                     24,138
  Cash and other dividends                                           (64,250)
Balance at December 31, 1996                   6,551      82,034      95,908
  1997 net income                                                     26,568
  Cash dividends                                                     (20,750)
Balance at December 31, 1997                   6,551      82,034     101,726
  1998 net income                                                     27,891
  Cash dividends                                                     (21,000)
Balance at December 31, 1998                  $6,551     $82,034    $108,617
</TABLE>

See notes to consolidated financial statements.
<PAGE>

QUESTAR PIPELINE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                 Year Ended December 31,
                                             1998        1997        1996
                                                     (In Thousands)
<S>                                      <C>         <C>         <C>
OPERATING ACTIVITIES
  Net income                                 $27,891     $26,568     $24,138
  Depreciation                                14,977      15,886      16,291
  Deferred income taxes                        1,212       1,526         388
  Income from unconsolidated affiliates,
     net of cash distributions                (1,735)     (4,413)       (182)
  Income from discontinued operations                                 (1,495)
                                              42,345      39,567      39,140
  Changes in operating assets and liabilities
    Accounts receivable                      (10,453)     (3,068)      5,923
    Federal income taxes                         321         508        (799)
    Prepaid expenses and deposits                321         (97)        219
    Accounts payable and accrued expenses     28,847       4,851       2,783
    Other                                       (398)      1,475        (556)
      NET CASH PROVIDED FROM
         OPERATING ACTIVITIES                 60,983      43,236      46,710

INVESTING ACTIVITIES
  Capital expenditures
    Purchase of property, plant
       and equipment                         (88,318)    (26,382)    (20,958)
    Other investments                        (26,000)     (6,214)     (2,850)
      Total capital expenditures            (114,318)    (32,596)    (23,808)
  Proceeds from (costs of) disposition
    of property, plant and equipment          (3,350)        635         343
      NET CASH USED IN INVESTING
         ACTIVITIES                         (117,668)    (31,961)    (23,465)

FINANCING ACTIVITIES
  Change in notes receivable
     from Questar Gas Management                                      16,692
  Change in notes payable to Questar          12,200      14,000      (3,400)
  Long-term debt issued                       88,400
  Long-term debt repaid                      (20,000)
  Payment of dividends                       (21,000)    (20,750)    (35,000)
     NET CASH PROVIDED FROM (USED IN)
        FINANCING ACTIVITIES                  59,600      (6,750)    (21,708)
          Change in cash and
             short-term investments            2,915       4,525       1,537
   Beginning cash and
     short-term investments                    7,075       2,550       1,013
     ENDING CASH AND SHORT-TERM
       INVESTMENTS                            $9,990      $7,075      $2,550
</TABLE>

See notes to consolidated financial statements.
<PAGE>

QUESTAR PIPELINE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Accounting Policies

Principles of Consolidation:  The consolidated financial
statements contain the accounts of Questar Pipeline Company and
subsidiaries (the Company or Questar Pipeline). The Company is a
wholly-owned subsidiary of Questar Regulated Services Company
(Regulated Services).  Regulated Services is a holding company and
wholly-owned subsidiary of Questar Corporation (Questar).
Regulated Services was organized in 1996 and provides
administrative, accounting, engineering, legal and regulatory
functions for its three subsidiaries, Questar Pipeline, Questar
Gas Company (Questar Gas) and Questar Energy Services. Questar
Pipeline provides storage and interstate transportation of natural
gas. All significant intercompany balances and transactions have
been eliminated in consolidation.

Investment in Unconsolidated Affiliates:  Questar Pipeline has a
54% interest in the Overthrust Pipeline partnership, and is the
operator of the Overthrust Segment of the Trailblazer Pipeline
System.  Approval of all partners is required for all substantive
policy matters.  Questar Pipeline has a 50% ownership interest in
a partnership that constructed Phase II of the TransColorado
pipeline in western Colorado. With completion of Phase II, Questar
Pipeline will acquire El Paso Energy Corporation's 50% interest in
Phase I of the pipeline project completed in 1996, making Questar
Pipeline a 50% owner of the entire project.  The Company uses the
equity method to account for investments in which it does not have
control.  Generally, its investments in affiliates equal the
underlying equity in net assets.

Regulation:   Questar Pipeline is regulated by the Federal Energy
Regulatory Commission (FERC) which establishes rates for the
transportation 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.

Use of Estimates:  The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts of assets and liabilities and disclosure of contingent
liabilities reported in the financial statements and accompanying
notes.  Actual results could differ from those estimates.

Revenue Recognition:   Revenues are recognized in the period that
services are provided or products are delivered.  Questar Pipeline
periodically collects revenues subject to possible refunds pending
final orders from the FERC.  The Company establishes reserves for
revenues collected subject to refund.

Cash and Short-Term Investments:  Short-term investments consist
principally of repurchase agreements with maturities of three
months or less.

Property, Plant and Equipment:  Property, plant and equipment is
stated at cost.  The provision for depreciation is based upon
rates, which will systematically charge the 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 3.2% in 1998.

Allowance for Funds Used During Construction:  The Company
capitalized the cost of capital during the construction period of
plant and equipment, which amounted to $686,000 in 1998,  $387,000
in 1997 and $542,000 in 1996.

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.

Income Taxes:  Questar Pipeline records cumulative increases in
deferred taxes as income taxes recoverable from customers.  The
Company has adopted procedures with its regulatory commissions to
include under-and over-provided deferred taxes in customer rates
on a systematic basis. Questar Pipeline uses the deferral method
to account for investment tax credits as required by the FERC.
The Company's operations are consolidated with those of Questar
and its subsidiaries for income tax purposes.  The income tax
arrangement between Questar Pipeline 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.  Questar Pipeline also receives payment 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.

Reclassification:  Certain reclassifications were made to the 1997
and 1996 financial statements to conform with the 1998
presentation.


Note 2 - Investment in Unconsolidated Affiliates

Questar Pipeline, through its subsidiaries, has interests in
partnerships accounted for on the equity basis. Transportation of
natural gas is the primary business activity of these
partnerships.  Summarized information of the partnerships follow:
<TABLE>
<CAPTION>
                                            1998        1997        1996
                                         (In Thousands)
<S>                                      <C>         <C>         <C>
Year Ended December 31,
Revenues                                      $7,958      $6,302      $4,179
Operating income                               3,209       1,927         870
Income                                         8,601      10,122         552

At December 31,
   Current assets                            $12,933      $5,291      $5,358
Total assets                                 293,034      75,370      57,455
Current liabilities                           21,751      20,333      13,579
Total liabilities                            181,967      20,504      13,749
</TABLE>

Note 3 - Debt

Questar makes loans to Questar Pipeline under a short-term
borrowing arrangement.  Outstanding short-term notes payable to
Questar at December 31 totaled $38,000,000 with an interest rate
of 5.71% in 1998 and $25,800,000 with an interest rate of 6.02% in
1997.

Questar Pipeline filed a registration statement with the
Securities and Exchange Commission for the issuance of up to $175
million in medium-term notes effective September 2, 1998.
Questar Pipeline issued $88.4 million of medium-term notes in
1998.  The notes have a weighted average coupon rate of 6.14% and
a weighted average maturity of 12.6 years.

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

                                             1998        1997
                                               (In Thousands)

  Medium-term notes 5.85% to 6.48%,
    due 2008 to 2018                         $88,400
  9 3/8% debentures due 2021                  85,000     $85,000
  9 7/8% debentures due 2020                  30,000      50,000
    Total long-term debt outstanding         203,400     135,000
  Less unamortized debt discount                 409         437
                                            $202,991    $134,563

The Company repurchased $20 million of its 9 7/8% debt in 1998.
Sinking fund redemption of the 9 3/8% debt begins in 2002 in the
amount of $4,250,000.  There are no debt provisions restricting
the payment of dividends.  Cash paid for interest was $14,761,000
in 1998, $13,351,000 in 1997 and $13,227,000 in 1996.

At December 31, 1998, Questar Pipeline guaranteed $80 million of
long-term debt borrowed by TransColorado Gas Transmission Company.


Note 4 - Financial Instruments

The carrying amounts and estimated fair values of the Company's
financial instruments at December 31 were as follows:
<TABLE>
<CAPTION>
                                             1998                    1997
                                          Carrying    Estimated   Carrying     Estimated
                                            Amount    Fair Value    Amount     Fair Value
                                         (In Thousands)
<S>                                      <C>         <C>         <C>         <C>
Financial assets
    Cash and short-term investments           $9,990      $9,990      $7,075        $7,075
Financial liabilities
    Short-term loans                          38,000      38,000      25,800        25,800
    Long-term debt                           202,991     218,309     134,563       150,675
</TABLE>

The Company used the following methods and assumptions in
estimating fair values:  (1) Cash and short-term investments and
short-term loans - the carrying amount approximates fair value;
(2) Long-term debt - the fair value of long-term debt is based on
quoted market prices.  Fair value is calculated at a point in time
and does not represent the amount the Company would pay to retire
the debt securities.

Credit Risk:  Questar Pipeline's primary market areas are
the Rocky Mountain and southwestern regions of the United States.
The Company's exposure to credit risk may be impacted by the
concentration of customers in these regions due to changes in
economic or other conditions.  The Company's customers may be
affected differently by changing conditions.  Management believes
that its credit-review procedures and loss reserves have
adequately provided for usual and customary credit-related losses.


Note 5 - Income Taxes

The components of income taxes for years ended December 31 were as
follows:
<TABLE>
<CAPTION>

                                             1998        1997        1996
                                                     (In Thousands)
<S>                                      <C>         <C>         <C>
  Federal
    Current                                  $12,341     $13,247     $11,663
    Deferred                                   1,257       1,273         700
  State
    Current                                    1,108       1,542         998
    Deferred                                     234         276          54
                                             $14,940     $16,338     $13,415
</TABLE>

The difference between income tax expense and the tax computed by
applying the statutory federal income tax rate of 35% to income
from continuing operations before income taxes is explained as
follows:
<TABLE>
<CAPTION>
                                             1998        1997        1996
                                         (In Thousands)
<S>                                      <C>         <C>         <C>
  Income from continuing operations
    before income taxes                      $42,831     $42,906     $36,058

  Federal income taxes at statutory rate     $14,991     $15,017     $12,620
  State income taxes, net of federal
    income tax benefit                           872       1,204         703
  Prior years' tax settlement                   (388)        134         146
  Other                                         (535)        (17)        (54)
    Income tax expense                       $14,940     $16,338     $13,415

Effective income tax rate                       34.9%       38.1%       37.2%
</TABLE>

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

                                             1998        1997
                                              (In Thousands)
Deferred tax liabilities
  Property, plant and equipment              $57,033     $58,131
  Other                                        6,879       4,767
    Total deferred tax liabilities            63,912      62,898

Deferred tax assets                              402         600
    Net deferred tax liabilities             $63,510     $62,298

Cash paid for income taxes was $13,004,000 in 1998, $13,844,000 in
1997 and $13,797,000 in 1996.


Note 6 - Rate Matters, Litigation and Commitments

Questar Pipeline last filed a general rate case in 1995. The
Company was granted an 11.75% return on equity in its last FERC
rate proceeding.  Currently, Questar Pipeline does not plan to
file a general rate case in 1999.

A subsidiary of Questar Pipeline, Questar Southern Trails Pipeline
Company, filed an application with the FERC in January 1999
requesting permission to convert a 700-mile crude oil pipeline,
extending from New Mexico to Long Beach, California, to carry
natural gas.  The application also seeks authority to install
required compression equipment and to upgrade the system to carry
120 MMdth of gas per day.

In an order issued March 2, 1998, in FERC Docket No. IN97-1, the
FERC found that Questar Pipeline was not liable for any refunds
related to charges paid by Questar Gas to Questar Pipeline for
rendering gathering services from 1988 through 1992.  The FERC had
investigated whether Questar Pipeline may have violated a
provision of the Natural Gas Act and its tariff by charging
gathering rates higher than the rates specified in Questar
Pipeline's tariff.

Questar Pipeline and some of its affiliates have been named as
defendants in a lawsuit filed under the federal false claims act
by an individual who is engaged in natural gas production. The
case is one of 77 substantially similar cases filed
contemporaneously by this producer against pipelines and their
respective affiliates, in which the producer alleges
mismeasurement of the heat content of natural gas volumes and
understatement of the value of gas on which royalty payments are
due the federal government. The complaint also claims treble
damages and seeks imposition of civil penalties.  The producer's
complaint does not include a request for any specific monetary
damages. Management believes that the producer's allegations and
claims against the Company do not have merit.  The outcome of the
case cannot be predicted at this time.

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


Note 7 - Employment Benefits

Pension Plan: Substantially all of Questar Pipeline's employees
are covered by Questar's defined benefit pension plan. Benefits
are generally based on years of service and the employee's 72-pay
period interval 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.

Questar Pipeline's portion of plan assets and benefit obligations
is not determinable because the 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, 1998, Questar's fair value of plan
assets exceeded the net benefit obligation.

Eligible employees in Regulated Services were offered an
early-retirement program that was effective July 31, 1998.
Enhanced benefits were paid to 178 employees taking advantage of
the offer.   Costs associated with the early-retirement program
are being amortized over a five-year period in accordance with
anticipated regulatory treatment.

Pension cost was $382,000 in 1998, $520,000 in 1997 and $974,000
in 1996.

Postretirement Benefits Other Than Pensions:  Generally
postretirement health-care benefits and life insurance are
provided only to employees hired before January 1, 1997.  Questar
Pipeline pays a portion of postretirement health-care costs
benefits as determined by an employee's years of service and
limited to 170% of the 1992 contribution. The Company's policy is
to fund amounts allowable for tax deduction under the Internal
Revenue Code.  Plan assets consist of equity securities, and
corporate and U.S. government debt obligations. The Company is
amortizing the transition obligation over a 20-year period, which
began in 1992.  Costs of postretirement benefits other than
pensions were $69,000 in 1998, $257,000 in 1997 and $666,000 in
1996. The FERC allows rate-recovery of future postretirement
benefits costs to the extent that contributions are made to an
external trust.

Questar Pipeline'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.

Postemployment Benefits:  Questar Pipeline recognizes the net
present value of the liability for postemployment benefits, such
as long-term disability benefits and health-care and
life-insurance costs, 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 accrues both current and future
costs. The FERC allowed Questar Pipeline to recover $138,000 per
year in 1996, 1997 and 1998 on the condition that the amounts were
deposited in an external trust.

Employee Investment Plan:  The Company participates in Questar's
Employee Investment Plan (ESOP), which allows eligible employees
to purchase Questar common stock or other investments through
payroll deduction.  The Company makes matching contributions of
Questar common stock to the ESOP of approximately 75%, increasing
to 80% in 1999, of the employees' purchases and contributes an
additional $200 of common stock in the name of each eligible
employee.   The Company's expense and contribution to the plan was
$302,024 in 1998, $348,000 in 1997and $531,000 in 1996.


Note 8 - Related Party Transactions

Regulated Services began providing administrative, technical and
accounting support in 1997 and legal and regulatory support in
1998.  Regulated Services charged Questar Pipeline $15,271,000 in
1998 and $12,895,000 in 1997. The majority of these costs are
allocated and included in operating and maintenance expenses.  The
allocation methods are based on several methods dictated by the
nature of the charges. Management believes that the allocation
methods are reasonable.

Questar Pipeline receives a substantial portion of its revenues
from Questar Gas Company.  Revenues received from Questar Gas
amounted to $67,528,000 in 1998, $64,924,000 in 1997 and
$61,146,000 in 1996. The Company also received revenues from other
affiliated companies totaling $3,873,000 in 1998, $4,170,000 in
1997 and $4,195,000 in 1996.

Questar performs certain administrative functions for Questar
Pipeline.  The Company was charged for its allocated portion of
these services which totaled $2,173,000 in 1998,  $2,748,000 in
1997 and $3,045,000 in 1996. These costs are included in operating
and maintenance expenses and are allocated based on each
affiliate's proportional share of revenues, net of gas costs;
property, plant and equipment; and payroll. Management believes
that the allocation method is reasonable.

Questar InfoComm Inc is an affiliated company that provides data
processing and communication services to Questar Pipeline.  The
Company paid Questar InfoComm $10,548,000 in 1998, $9,458,000 in
1997 and $7,155,000 in 1996.

Questar Pipeline has a 13-year lease with Interstate Land, an
affiliate, for some space in an office building located in Salt
Lake City, Utah. The annual lease payment for the next five years
is $1,155,000.

The Company received interest income from Questar of $11,000 in
1997 and $609,000 in 1996 and incurred debt expense to Questar of
$2,420,000 in 1998, $348,000 in 1997and $158,000 in 1996.


Note 9 - Discontinued Operations - Gathering Division Spin Down
and Transfer

Questar Pipeline transferred approximately $55 million of
gas-gathering assets to Questar Gas Management Company, a wholly
owned subsidiary.  The transfer was approved by the FERC on
February 28, 1996 and was effective March 1, 1996.  Questar Gas
Management was subsequently transferred to the nonregulated Market
Resources group of Questar on July 1, 1996.  The transaction was
in the form of a stock dividend payable to Questar with no gain or
loss recorded.  Questar Pipeline's financial statements for 1996
and 1995 were restated, reflecting gas-gathering operations as a
discontinued business segment.


                            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 29th day of March, 1999.

                              QUESTAR PIPELINE COMPANY
                                 (Registrant)


                              By  /s/ D. N. Rose
                                 D. N. Rose
                                 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/ D. N. Rose              President & Chief Executive Officer;
 D. N. Rose                   Director (Principal Executive Officer)


  /s/ S. E. Parks             Vice President, Treasurer and Chief
 S. E. Parks                  Financial Officer (Principal 
                              Financial Officer)


  /s/ G. H. Robinson          Vice President and Controller 
 G. H. Robinson               (Principal Accounting Officer)


*R. D. Cash                   Chairman of the Board; Director
*U. Edwin Garrison            Director
*Marilyn S. Kite              Director
*Scott S. Parker              Director
*D. N. Rose                   Director



March 29, 1998                *By  /s/ D. N. Rose
  Date                             D. N. Rose, Attorney in Fact
                                       

                           EXHIBIT INDEX

Exhibit
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.*      Restated Articles of Incorporation dated November 17, 1995.  
           (Exhibit No. 3. to Form 10-K Annual Report for 1995.)

  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.*2   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.*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.)

  4.3.*    Indenture dated as of August 17, 1998, with First Security 
           Bank, N.A., as Trustee, for Debt Securities.  (Exhibit No. 
           4.01. to Registration Statement on Form S-3 (No. 333-61621) 
           filed August 17, 1998.)

  10.1.*1,3Overthrust 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.*4  Annual Management Incentive Plan adopted by Questar 
           Pipeline Company, Questar Gas Company, and Questar 
           Regulated Services Company, as amended and restated 
           effective May 19, 1998.  (Exhibit No. 10.7. to Form 10-Q 
           Report for quarter ended June 30, 1998.)

  10.3.*   Partnership Agreement for the TransColorado Gas 
           Transmission Company dated July 1, 1997, between KN 
           TransColorado, Inc. and Questar TransColorado, Inc.  
           (Exhibit No. 10.4. to Form 10-K Annual Report for 1997.)

  10.4.*   Letter of Understanding dated July 13, 1998, on Issues 
           Relating to Phase II of TransColorado between Questar 
           TransColorado, Inc. and KN TransColorado, Inc.  (Exhibit 
           No. 10.1. to Form 10-Q Report for quarter ended June 30, 
           1998.)

  10.5.*5  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 through June 30, 
           1999.  (Exhibit No. 10.5. to Form 10-K Annual Report for 
           1993.)

  10.6.*5  Storage Service Agreement with Mountain Fuel Supply Company 
           under Rate Schedule FSS, for 3.5 Bcf of working gas 
           capacity at Clay Basin, with a term from September 1, 1993, 
           through August 31, 2008.  (Exhibit No. 10.6. to Form 10-K 
           Annual Report for 1993.)

  10.7.*5  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, 
           through August 31, 2013.  (Exhibit No. 10.7. to Form 10-K 
           Annual Report for 1993.)

  10.8.*5  Storage Service Agreement with Mountain Fuel Supply Company 
           under Rate Schedule FSS, for 5.5 Bcf of working gas 
           capacity at Clay Basin, with a term from May 15, 1994 
           through May 14, 2019.  (Exhibit No. 10.8. to Form 10-K 
           Annual Report for 1995.)

  10.9.*4  Questar Pipeline Company Deferred Compensation Plan for 
           Directors, as amended and restated May 19, 1998.  (Exhibit 
           No. 10.3. to Form 10-Q Report for quarter ended June 30, 
           1998.)

  10.10.*  Agreement for the Transfer of Assets between Questar 
           Pipeline Company and Questar Gas Management Company, as 
           amended, effective March 1, 1996.  (Exhibit No. 10.11. to 
           Form 10-K Annual Report for 1996.)

  10.11.*  Guaranty Agreement dated as of October 14, 1998, by Questar 
           Pipeline Company in favor of Bank of America Trust and 
           Savings Association.  (Exhibit No. 10.4. to Form 10-Q 
           Report for quarter ended September 30, 1998.)

  10.12.*  Asset Purchase Agreement dated October 23, 1998, between 
           Questar Line 90 Company, a wholly-owned subsidiary, and 
           ARCO Pipeline Company.  (Exhibit No. 10.5. to Form 10-Q 
           Report for quarter ended September 30, 1998.)

  12.      Ratio of Earnings to Fixed Charges.

  21.      Subsidiary Information.

  23.      Consent of Independent Auditors

  24.      Power of Attorney.

  27.      Financial Data Schedule.
_______________

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

     1The 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.

     2First Security Bank, N.A., serves as the successor trustee.

     3The Overthrust Partnership Agreement has not been formally 
amended to delete the names of Columbia Gulf Transmission Company and 
Tennessee Overthrust Gas Company as partners.

     4Exhibit so marked is management contract or compensation plan or 
arrangement.

     5Agreement 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)  The Company did not file a Current Report on Form 8-K during 
the last quarter of 1998.