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, 1995 OR

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

                   Commission File No. 0-14147

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

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

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

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

   SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                               None
   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                               None
  SECURITIES REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933:
                    9 7/8% Debentures due 2020
                    9 3/8% Debentures due 2021

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes         No     

     State the aggregate market value of the voting stock held by nonaffili-
ates of the registrant as of March 22, 1996.  $0.

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of March 22, 1996.  6,550,843 shares of Common
Stock, $1.00 par value.  (All shares are owned by Questar Corporation.)

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


                        TABLE OF CONTENTS


Heading                                                      Page

                              PART I

Items 1.
and 2.   BUSINESS AND PROPERTIES
           General
           Transmission System
           Transportation Service
           Gathering
           Storage
           Processing                                        
           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, 1995

                              PART I

ITEMS 1 AND 2.  BUSINESS AND PROPERTIES

General

     Questar Pipeline Company (Questar Pipeline or the Company) is an
interstate pipeline company that is engaged in the gathering, processing,
transportation and storage of natural gas in the Rocky Mountain states of
Utah, Wyoming, and Colorado.  During 1995, the Company completed the expansion
of its base-load storage project at Clay Basin, sought regulatory approval to
spin down its gathering assets and activities to a subsidiary, filed a general
rate case, completed the construction of the Blacks Fork plant through a joint
venture, and pursued a salt cavern gas storage project.  In 1995, Questar
Pipeline was also forced to withdraw from the proposed acquisition of a
one-half interest in the Kern River pipeline when the Federal Trade Commission
determined to oppose the transaction on anticompetitive grounds.

     Questar Pipeline is a wholly owned subsidiary of Questar Corporation
(Questar).  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, and certain other federal legislation.  

     As an open-access pipeline, Questar Pipeline transports gas for
affiliated and unaffiliated customers and also gathers gas for such 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 three
partnerships, Blacks Fork Gas Processing Plant (Blacks Fork), Overthrust
Pipeline Company  (Overthrust), and TransColorado Gas Transmission Company
(TransColorado).  

     The Company has significant business relationships with its affiliates,
particularly Mountain Fuel.   Mountain Fuel, a regulated local distribution
company that serves over 592,700 customers in Utah, southwestern Wyoming, and
southeastern Idaho, has reserved approximately 800,000 decatherms (Dth) per
day of firm capacity on the Company's transmission system.  (A Dth is an
amount of heat energy equal to 10 therms or one million British thermal units
(Btu).  In the Company's system, each thousand cubic feet of gas (Mcf) equals
approximately 1.07 Dth.)  Questar Pipeline transports natural gas owned by
Mountain Fuel and produced from properties operated by Wexpro Company
(Wexpro), another affiliate, as well as some natural gas volumes purchased
directly by Mountain Fuel from field producers and other suppliers.  The
Company also transports volumes that are marketed by Universal Resources
Corporation (Universal Resources), another affiliated entity.     

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

Questar Corporation
   Entrada Industries
      Celsius Energy Company
      Wexpro Company 
   Universal Resources
   Questar Pipeline Company
      Questar TransColorado, Inc.
      Questar Gas Management Company
   Mountain Fuel Supply Company
   Questar InfoComm, Inc.

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

Transmission System

     The Company's transmission system is strategically located in the Rocky
Mountains near large reserves of natural gas.  It is referred to as a "hub and
spoke" system, rather than a "long-line" pipeline, because 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); Northwest Pipeline
Corporation (Northwest Pipeline); Williams Natural Gas Company (Williams); and
Kern River Gas Transmission Company (Kern River).  These connections have
opened markets outside Mountain Fuel's service area and allow the Company to
transport gas for others.

     The Company's transmission system includes 1,754 miles of transmission
lines that interconnect with other pipelines and that link various producers
of natural gas with Mountain Fuel's distribution facilities in Utah and
Wyoming.  (This total transmission mileage includes pipelines associated with
the Company's storage fields and tap lines used to serve Mountain Fuel.)  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 an 18 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.  Since gas production from the Overthrust area
is generally shipped on the Kern River pipeline to California, the Overthrust
segment is currently underutilized. 

     Columbia Gas Transmission Corporation, formerly one of the three primary
shippers on Overthrust, was permitted to pay an exit fee during 1995 in order
to terminate its obligation to pay demand costs.  The settlement agreement
specifying the exit fee was approved by the FERC and the bankruptcy court. 
Questar Pipeline and its partners have explored several alternatives to
enhance the value of the Overthrust line. 

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

     The Company and its partners are continuing to pursue a project
announced in 1990 to build and operate the proposed TransColorado pipeline. 
(Questar TransColorado, Inc., the Company's wholly owned subsidiary, is the
named partner.)  Questar Pipeline's partners are affiliates of El Paso Natural
Gas Company (replacing Public Service Company of Colorado) and  KN Energy,
Inc.  The proposed pipeline is 292 miles in length and would extend from the
Piceance Basin in western Colorado to northwestern New Mexico, where it would
interconnect with other major pipeline systems.  As designed, the pipeline
could transport up to 300 million cubic feet (MMcf) of gas per day from
western Colorado and other producing basins in Wyoming and Utah to California
and midwestern and southwestern markets.  This project has received the
necessary environmental clearance and regulatory approvals.  The project,
which was originally developed prior to the adoption of Order No. 636 and was
delayed by regulatory and environmental approval processes, needs additional
support from customers before construction will begin.  

     The Kern River pipeline, which was originally a joint project between
Tenneco, Inc. and The Williams Companies Inc., became operational in late
February of 1992.  Built to transport gas from Wyoming to the enhanced oil
recovery projects in Kern County, California, this line runs through the major
population areas of Utah.  A  tap--the Hunter Park tap--has been installed on
the Kern River line in Salt Lake County.  This tap makes it possible for
Mountain Fuel and its transportation customers to take deliveries from the
Kern River line. At the current time, however, no deliveries have been made
from the Kern River line to industrial customers in the Wasatch Front area of
Utah.

     In September of 1995, the Company announced an agreement to purchase
Kern River Corporation, which was one of two equal partners in the Kern River
Gas Transmission Company, the partnership that owned and operated the Kern
River pipeline.  Questar Pipeline was forced to withdraw its acquisition
proposal in late December when the Federal Trade Commission determined to
oppose the transaction based on antitrust concerns.

Transportation Service

     Questar Pipeline's largest transportation customer is Mountain Fuel. 
During 1995, the Company transported 79,872 thousand decatherms (Mdth) for
Mountain Fuel, compared to 75,941 Mdth in 1994.  These transportation volumes
include Mountain Fuel's cost-of-service gas produced by Wexpro, as well as
some volumes purchased by Mountain Fuel directly from field producers and
other suppliers. 

     Prior to September 1, 1993, the Company purchased gas for resale to
Mountain Fuel, its only sale-for-resale customer.  As of such date, Questar
Pipeline discontinued sales-for-resale service, and Mountain Fuel converted
its firm sales capacity to firm transportation capacity.  Mountain Fuel has
reserved capacity of about 800,000 Dth per day, or approximately 79 percent of
Questar Pipeline's reserved daily capacity.  Mountain Fuel paid an annual
demand charge of approximately $49.4 million to the Company in 1995, which
includes demand charges attributable to firm transportation and "no-notice"
transportation.  Mountain Fuel only needs its total reserved capacity during
peak-demand situations.  When it is not fully utilizing its capacity, Mountain
Fuel releases the capacity to others, primarily industrial transportation
customers and marketing entities, and receives revenue credits from the
Company, which were approximately $13.0 million during the 12-month period
ending August 31, 1995.

     Questar Pipeline recovers approximately 96 percent of its transmission
cost of service through demand charges from firm transportation customers.  In
other words, these customers pay for access to transportation capacity, rather
than for the volumes actually transported.  Consequently, the Company's
throughput volumes do not have a significant impact on its short-term
operating results.  Questar Pipeline's transportation  revenues are not
significantly affected by fluctuating demand based on the vagaries of weather
or gas prices.

     The Company's total system throughput increased from 250,284 Mdth in
1994 to 270,654 Mdth in 1995.  As previously noted, some of this increase was
attributable to increased transportation volumes for Mountain Fuel.  The total
throughput increase was also attributable to increased volumes for
nonaffiliated customers (from 129,250 Mdth in 1994 to 151,943 Mdth in 1995). 
Universal Resources transported volumes on Questar Pipeline's system, but
these volumes decreased from 45,093 Mdth in 1994 to 38,839 Mdth in 1995.

     Questar Pipeline's transmission system is an open-access system and has
been since September of 1988.  The FERC's Order No. 636 and 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 service.  It, however, is
currently obligated, on an annual basis, to credit 90 percent of the revenues,
net of variable costs, obtained from such service to firm customers after it
recovers $1.5 million in revenues associated with interruptible transportation
service.  (See "Regulatory Environment" for a description of the proposed
settlement agreement in the Company's general rate case that includes a new
allocation of revenues for interruptible transportation service.)

     In order to comply with Order No. 636, Questar Pipeline installed
additional metering that permits "real time" measurement of gas transported on
its system and an electronic bulletin board that allows interested parties to
request capacity on such system.  Questar Pipeline spent approximately $4.7
million on such equipment and expects to recover the costs of this equipment
when the settlement agreement in its general rate case is approved.

     Questar Pipeline will continue to develop and build new lines and
related facilities that will allow it to meet customer needs or to improve
transportation services.  During 1995, the Company conducted a two-part, $10
million project to increase gas deliverability from west Colorado's Piceance
Basin by upgrading its Main Line 68 and the Fidlar Compressor Station south of
Vernal, in eastern Utah.  

Gathering

     During 1995, the Company provided gathering services for Mountain Fuel
and other customers, but the volumes associated with this activity decreased
as Rocky Mountain producers responded to low wellhead prices by shutting in
production.  Questar Pipeline's gathering volumes decreased from 83,983 Mdth
in 1994 to 76,668 Mdth in 1995.  On March 1, 1996, the Company transferred its
gathering assets and activities to Questar Gas Management Company (Questar Gas
Management) once both parties obtained the necessary regulatory approvals from
the FERC.  Gathering services for Mountain Fuel are performed under an
agreement that was filed with and accepted by the FERC during 1994.  Questar
Gas Management is obligated to gather gas volumes produced from Mountain
Fuel's cost-of-service properties for the life of such properties; the
contract to gather Mountain Fuel's field-purchased gas volumes expires in
1997.

     Questar Pipeline spun down its gathering activities and assets to
Questar Gas Management, a nonregulated company, in order to remove such
activities from possible regulation by the FERC and to follow the example set
by other interstate pipelines.  Questar Gas Management is also the named
partner in the Blacks Fork processing plant and will continue to seek new
opportunities to expand its gathering activities and to conduct other
nonregulated services such as natural gas processing, balancing and
aggregation services  for producers, marketers, distribution companies, and
other end users.

     Questar Gas Management owns 799 miles of gathering lines in addition to
field dehydration plants, compressor facilities, and other facilities.

Storage

     Questar Pipeline operates a major storage facility at Clay Basin in
northeastern Utah.  This storage reservoir has been operational since 1977;
open-access storage service has been available at Clay Basin since June of
1991.  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 the approval of the FERC.

     In 1995, the Company completed a three-year project to expand the
capacity of Clay Basin. The reservoir currently is certificated for 46.3
billion cubic feet (Bcf) of working gas capacity and a total capacity of 110
Bcf.  (Working gas is gas that is injected and withdrawn.  Cushion gas is gas
in the formation that is necessary to maintain pressure and is not withdrawn
under normal operating conditions.)  As a result of this expansion, Clay
Basin's maximum deliverability increased from 500 million cubic feet of gas
(MMcf) per day to 765 MMcf per day.

     Clay Basin's firm storage capacity is fully subscribed by customers
under long-term agreements.  Mountain Fuel currently has 12.5 Bcf of working
gas capacity at Clay Basin.  Other large customers include Northwest Pipeline;
Washington Natural Gas Company, a distribution utility in Washington; and BC
Gas Inc., a distribution utility in British Columbia.  Storage service is
increasingly important to distribution companies that need to match annual gas
purchases with fluctuating customer demand, improve service reliability, and
avoid imbalance penalties.

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

     Questar Pipeline has located a salt formation in southwestern Wyoming
and has drilled a well to test the feasibility of utilizing it for a new salt
cavern gas storage project.  Working gas can be cycled more frequently in a
salt cavern than in a depleted gas reservoir.  Because of its location near
several pipelines, this project should help satisfy growing customer demand
for "quick-cycle" storage and load-balancing activities.  Questar Pipeline is
soliciting customer interest in the project.

Processing

     In mid-1995, the Blacks Fork processing plant became operational.  This
project, which is located in southwestern Wyoming, was built and is operated
as a joint venture between Questar Gas Management and an affiliate of Coastal
Corporation.  The plant has a capacity of 84 MMcf per day and was processing
more than 60 MMcf per day at year-end. Natural gas liquids--ethane, propane,
butane, and gasoline--are extracted from the natural gas volumes delivered to
the plant.  The new plant and the expanded gathering system built in 1994
provide producers more options for gathering and processing their gas volumes. 
Once the liquids are stripped, the natural gas can be transported by pipeline
to end-use markets.  The processing plant is not subject to the jurisdiction
of the FERC.  Questar Gas Management intends to pursue additional field
processing opportunities.

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, in common with other interstate pipelines, chose to
terminate its sale-for-resale function when it implemented FERC Order No. 636. 
To comply with Order No. 636, as amended, the Company restructured its tariff
provisions to provide for firm and interruptible transportation and storage
service, no-notice transportation service, a capacity release mechanism for
shippers and a straight fixed-variable (SFV) rate methodology.  It was also
required to discontinue use of firm upstream capacity in its own name, to
provide flexible receipt and delivery points for firm transportation
customers, and to provide an interactive electronic bulletin board to assist
with the administration of the new provisions.

     On July 31, 1995, the Company filed a general rate case application with
the FERC.  In its application, Questar Pipeline requested regulatory approval
to increase its rates to collect an additional $23.3 million in annualized
revenues and to reflect a return on equity of 14.5 percent.  The Company's
requested revenue increase included transition costs associated with Order No.
636, postemployment (retiree medical and long-term disability) costs,
increased labor costs, and the costs of facilities added since the Company's
last general rate case.  Questar Pipeline began collecting the requested
rates, subject to refund, on February 1, 1996.

     On March 8, 1996, the Company filed a proposed settlement agreement with
the FERC that had been accepted by the FERC staff and most intervenors.  The
terms of the proposed settlement include an annualized revenue increase of
$8.3 million, a return on equity of 11.75 percent, and a new sharing
allocation for interruptible transportation revenues.  The new allocation
provision would permit Questar Pipeline, to the extent it is successful in
marketing interruptible transportation services, to retain the first $800,000
in revenues associated with such service.  In addition, it would be allowed to
retain 50 percent of the revenues between $800,000 and $1.2 million and  25
percent of the revenues in excess of $1.2 million.  The Company's settlement
rates would be effective February 1, 1996.  
  
     On March 15, 1996, the Gas Industry Standards Board, a group
representing pipelines, distributors, end users, marketers, and service
providers, filed a set of proposed standards with the FERC.  The proposed
standards, which are designed to facilitate the seamless transportation of gas
volumes on pipeline systems, deal with such issues as nominating, capacity
release, electronic delivery, and invoicing processes.  The standards, when
adopted by the FERC (in a proposed or modified version), may increase the
costs for Questar Pipeline and all other pipeline systems, but should result
in more efficient service for pipeline customers. 

     The FERC recently relaxed its "at-risk" policy on pipeline projects.  It
established specific criteria for determining when "rolled-in" rates (rather
than incremental rates) are appropriate.  (The FERC's original at-risk policy
meant that shareholders, not customers, would absorb any underrecovery of
costs if incremental revenues for a new project did not cover the costs of
such project.)  Under the FERC's new policy, rolled-in rates will generally be
approved if rates to existing customers will not increase by more than five
percent and if specified system-wide operational and financial benefits can be
demonstrated.  The FERC, however, could still impose at-risk conditions on new
projects even if it approved rolled-in rate treatment for them.

     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,
plants, and other facilities for transporting, processing, or storing natural
gas and other products are subject to extensive environmental regulation by
state and federal authorities, including state air quality control boards and
the  Environmental Protection Agency.  These compliance activities increase
the cost of planning, designing, installing and operating facilities.  

Competition

     Competition for Questar Pipeline's transportation, storage, and
gathering services has intensified in recent years.  Regulatory changes have
significantly increased customer flexibility and customer responsibility to
directly manage their gas supplies.  The Company and Questar Gas Management
actively compete with other interstate pipelines, intrastate pipelines, and
gathering companies to gather and transport gas volumes throughout the Rocky
Mountain region.

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

     As a result, Questar Pipeline's customers have access to a larger
universe of service options and providers.  The Company, to provide better
service and more flexibility, is improving its accounting processes and
electronic communications; implementing strategies to develop balancing and
pooling arrangements; and working with other parties to develop some standard
rules within the new environment.  The national pipeline grid has become more
integrated, even as competition among the pipelines has become more
aggressive.

     The Company has several key assets that contribute to its continued
success.  It has a strategically located and integrated transmission system
with interconnections to major pipeline systems and with access to major
producing areas and markets.  Questar Pipeline has the Clay Basin storage
facility, a storage reservoir that has been successfully operated since 1977,
that has been expanded in response to interest from customers, and that is
fully subscribed by firm-service customers under long-term contracts.  Questar
Gas Management also has an extensive gathering system developed to collect gas
volumes from producing wells as well as expertise in extracting hydrocarbon
liquids from natural gas.  As the operator of the new Blacks Fork processing
plant, Questar Gas Management is expanding its activities and expertise.  

     Questar Pipeline has consistently established partnerships with other
players to acquire expertise, share risks, and expand opportunities.  The
Overthrust pipeline, proposed TransColorado pipeline, and Blacks Fork plant
projects all involve partners.  

Employees

     As of December 31, 1995, the Company had 467 employees, compared to 478
as of the end of 1994.  None of these employees is represented under
collective bargaining agreements.  The Company participates in the
comprehensive benefit plans of Questar and pays the share of costs
attributable to its employees covered by such plans.  Questar Pipeline's
employee relations are generally deemed to be satisfactory.

Relationships with Affiliates

     There are significant business relationships between the Company and its
affiliates, particularly Mountain Fuel and Universal Resources.  These
relationships are described above.  See Note G 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.  Questar InfoComm worked closely with the Company to develop the
electronic bulletin board that is currently being used by Questar Pipeline and
its customers.  Questar, the Company's parent, provides certain administrative
services--personnel, legal, public relations, financial, audit, and tax--to
the Company and other members of the consolidated group.  A proportionate
share of the costs associated with such services is directly billed or
allocated to Questar Pipeline.

ITEM 3.  LEGAL PROCEEDINGS

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

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

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

                             PART II

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

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

ITEM 6.  SELECTED FINANCIAL DATA

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

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

RESULTS OF OPERATIONS

Following is a summary of operating income and operating information for the
Company's operations:
<TABLE>
<CAPTION>
                                                                  Year Ended December 31,
                                                          1995        1994        1993
                                                                  (Dollars In Thousands)
<S>                                                   <C>         <C>         <C>
OPERATING INCOME
Revenues
  Transportation                                          $61,749     $61,844     $51,590
  Gathering                                                21,644      23,641      20,386
  Storage                                                  31,276      27,620      14,698
  Sales for resale                                                                 81,813
  Other                                                     2,686       2,503       3,141
        Total revenues                                    117,355     115,608     171,628
Operating expenses
  Natural gas purchases                                                            56,022
  Operating and maintenance                                44,634      42,778      48,356
  Depreciation and amortization                            16,614      15,453      14,084
  Other taxes                                               4,170       4,499       3,915
        Total expenses                                     65,418      62,730     122,377
          Operating income                                $51,937     $52,878     $49,251

OPERATING STATISTICS
  Natural gas volumes (in Mdth)
    Transportation
      For unaffiliated customers                          151,943     129,250     113,589
      For Mountain Fuel                                    79,872      75,941      65,061
      For other affiliated customers                       38,839      45,093      35,599
        Total transportation                              270,654     250,284     214,249
    Sales for resale to Mountain Fuel                                              24,337
        Total system throughput                           270,654     250,284     238,586
    Gathering
      For unaffiliated customers                           39,028      39,800      34,348
      For Mountain Fuel                                    31,691      32,098      44,432
      For other affiliated customers                        5,949      12,085      13,988
        Total gathering                                    76,668      83,983      92,768

   Clay Basin storage working gas-
     volumes (in Bcf)                                        46.3        41.8        31.0
  Natural gas revenue (per dth)
    Transportation                                          $0.23       $0.25       $0.24
    Gathering                                                0.28        0.28        0.22
    Sales for resale                                                                 3.36
  Natural gas purchase cost (per dth)                                                2.28
</TABLE>
<PAGE>

Revenues were 2% higher in 1995 compared with 1994 after decreasing 33% from
1993 to 1994. The 1995 rise was the result of increased storage activities at
Questar Pipeline's Clay Basin storage reservoir.  Questar Pipeline began a
program in 1993 to expand firm-storage service offered at its Clay Basin storage
facility and completed the program in May 1995 with the signing of contracts for
an additional 4.5 Bcf of firm-storage capacity. Working-gas storage capacity
increased from 31 Bcf in 1993 to 46.3 Bcf  in May 1995.  Storage capacity at
year-end 1995 was 100% subscribed with contractual terms extending up to 29
years.  Storage revenues increased $3,656,000 in 1995 and $12,922,000 in 1994.
Increased capacity and the associated service at Clay Basin were responsible for
all of the 1995 increase in revenues and $3,400,000 of the 1994 increase. The
remaining 1994 change in storage revenues was a result of unbundling and
reclassifying peaking-storage service from sales-for-resale revenues. Peaking
storage is designed to meet peak daily demand requirements of Mountain Fuel.

Lower revenues from gas gathering and interruptible transmission activities
partially offset the higher storage revenues in 1995 as compared with 1994.
Weak gas prices in the Rocky Mountain region caused producers to reduce gas
production. Gas gathering revenues decreased 8% in 1995 after increasing 16% in
1994. Questar Pipeline has expanded its gas gathering operations in the past
several years in the Birch Creek, Bruff and Henry areas of southwestern Wyoming.

The primary cause of a $56,020,000 decrease in Questar Pipeline's revenues
reported in 1994 compared with 1993 was the termination of sales-for-resale
activities under the regulations of FERC Order No. 636.  This order unbundled
the components of sales-for-resale, transmission, gathering and storage into
separate activities.  Also as a result of Order No. 636, short-term changes in
firm-transportation volumes do not have a significant impact on current
operating results because about 96% of the cost of service is recovered equally
each month in the reservation component of rates.

Most of Questar Pipeline's transportation capacity has been reserved by
firm-transportation customers.  Roughly 84% of firm-transportation capacity is
reserved for at least three years. Firm-transportation customers can release
that capacity to third parties when it is not required for their own needs.
Mountain Fuel has reserved transportation capacity from Questar Pipeline of
approximately 800,000 decatherms per day, or about 79% of the total reserved
daily transportation capacity. Interruptible-transportation revenues in 1995
decreased as a result of a shift by customers from interruptible-transportation
service to a higher priority capacity-release service.

Questar Pipeline filed a general rate case with the FERC on July 31, 1995,
seeking an increase in jurisdictional revenues.  The request for additional
revenues was intended to recover the costs of enhanced service to customers,
meet regulatory requirements and collect costs associated with employee
postretirement benefits.  By order issued August 31, 1995, Questar Pipeline's
rate filing was accepted with an effective date of February 1, 1996, subject to
refund. Questar Pipeline has submitted a settlement to the presiding
administrative law judge. The settlement would avoid a lengthy hearing process
if approved by the FERC.

Questar Pipeline concurrently filed a plan with the FERC to transfer about $53
million of gathering assets, net of accumulated depreciation, to Questar Gas
Management Company, a wholly-owned subsidiary.  The FERC approved the transfer
February 28, 1996.

In December 1995, Questar Pipeline announced it would not complete the purchase
of Tennessee Gas Pipeline Company's 50% interest in the Kern River Gas
Transmission Company  following a Federal Trade Commission decision to oppose
the transaction.  The $1.2 million cost of the unsuccessful bid was expensed in
1995 and included in other expense.

Questar Pipeline, through a partnership, is a 50% owner of a gas processing
plant in southwestern Wyoming.  The Blacks Fork Processing plant, which cost $20
million to build, began operations in the second quarter of 1995 and Questar
Pipeline's share of earnings before taxes was $314,000. Questar Pipeline
operating results also include its 18% share or $1.2 million of earnings before
income taxes reported by Overthrust Pipeline Company.  A significant portion of
Overthrust Pipeline's 1995 earnings was due to a shipper's buyout of a
transportation contract.

The Company did not purchase gas for resale after August 31, 1993.  Operating
and maintenance expenses increased 4% in 1995 when compared with 1994 primarily
due to the costs associated with increased transportation volumes.  Operating
and maintenance expenses decreased 12% in 1994 because of eliminating volume and
fuel usage costs associated with the resale of natural gas. Depreciation expense
was 8% higher in 1995 when compared to 1994 and 10% higher in 1994 when compared
to 1993 as a result of Questar Pipeline's capital expenditures.  Other expense
in 1995, 1994 and 1993 includes the reduction in value of certain investments.

The effective income tax rate was 35.3% in 1995, 33.6% in 1994 and 35.6% in
1993.  A 1994 reversal of $1,245,000 of income tax expense previously expensed
resulted in a lower effective income tax rate in 1994.  The adjustment resulted
from the exclusion from taxable income of the transportation revenues recorded
on cushion gas transported into storage.

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of, that becomes
effective for the Company January 1, 1996.  Statement No. 121 requires the
Company to review for impairment, assets that are held and used whenever events
or changes in circumstances indicate that an asset's carrying value may not be
recoverable.  If impairment is indicated, the Company must reduce the carrying
value of the asset in question. The Company will adopt Statement No. 121 in 1996
and does not expect a significant effect to either operating results or
financial position.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

Net cash provided from operating activities increased 15% in 1995 after
decreasing 42% in 1994. Net cash provided from operating activities was
$45,650,000 in 1995, $39,675,000 in 1994 and $68,548,000 in 1993.  The increase
in 1995 compared with 1994 was due primarily to collection of receivables.  The
decrease in cash flow in 1994 compared with 1993 was due largely to changes in
business as a result of adopting FERC Order No. 636.   Balances in receivables
and payables decreased, and gas stored underground was transferred to Mountain
Fuel.


Investing Activities

Following is a summary of capital expenditures for 1995, 1994 and a forecast of
1996 expenditures:
<TABLE>
<CAPTION>
                                                          1996
                                                       Estimated      1995        1994
                                                      (In Thousands)

<S>                                                   <C>         <C>         <C>
Transmission lines                                        $22,400     $15,216      $1,878
Gathering facilities                                        6,200       3,050       9,392
Clay Basin cushion gas and expansion                        1,300       2,500      42,196
Partnerships                                                4,800       2,082         614
General and other                                           6,200       4,924       4,147
                                                          $40,900     $27,772     $58,227
</TABLE>

Questar Pipeline's 1995 capital expenditures included replacement of sections of
gas mainlines, completion of the Clay Basin storage project and cushion-gas
injection, and expansion of the gathering system.

Financing Activities

The Company funded its 1995 capital expenditures primarily with cash provided
from operations and borrowings from Questar.  Forecasted 1996 capital
expenditures of $40.9 million are expected to financed with cash provided from
operations and borrowings from Questar.

The Company has a short-term line-of-credit arrangement with a bank under which
it may borrow up to $200,000.  The line has interest rates below the prime
interest rate and is renewable on an annual basis. No amounts were borrowed
under this arrangement at either December 31, 1995 or 1994.  Questar loans funds
to the Company under a short-term borrowing arrangement. Outstanding short-term
notes payable to Questar totaled $15,200,000 with an interest rate of 6.01% at
December 31, 1995 and $14,600,000 with an interest rate of 6.11% at December 31,
1994.

Questar Pipeline's capital structure was 37% long-term debt and 63% common
shareholder's equity.  Moody's and Standard and Poor's have rated the Company's
long-term debt A-1 and A+.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

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

                             PART III

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

                             PART IV

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

     (a)(1)(2)  Financial Statements and Financial Statement Schedules.  The
financial statements 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.

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

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

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

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

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

 10.3.2   Questar Pipeline Company Annual Management Incentive Plan, as
          amended February 13, 1996.  

 10.4.    Partnership Agreement for the TransColorado Gas Transmission
          Company dated June 30, 1990 and as amended and restated September
          25, 1995, between KN TransColorado, Inc., El Paso TransColorado,
          Inc., and Questar TransColorado, Inc.  

 10.5.*3  Firm Transportation Service Agreement with Mountain Fuel Supply
          Company under Rate Schedule T-1 dated August 10, 1993, for a term
          from November 2, 1993 to June 30, 1999.  (Exhibit No. 10.5. to
          Form 10-K Annual Report for 1993.)

 10.6.*3  Storage Service Agreement with Mountain Fuel Supply Company under
          Rate Schedule FSS, for 3.5 Bcf of working gas capacity at Clay
          Basin, with a term from September 1, 1993, to August 31, 2008. 
          (Exhibit No. 10.6. to Form 10-K Annual Report for 1993.)

 10.7.*3  Storage Service Agreement with Mountain Fuel Supply Company under
          Rate Schedules FSS, for 3.5 Bcf of working gas capacity at Clay
          Basin with a term from September 1, 1993, to August 31, 2013. 
          (Exhibit No. 10.7. to Form 10-K Annual Report for 1993.)

 10.83    Storage Service Agreement with Mountain Fuel Supply Company under
          Rate Schedule FSS, for 5.0 Bcf of working gas capacity at Clay
          Basin, with a term from May 15, 1994 to May 14, 2019.

 10.9.*   Gas Gathering Agreement between Mountain Fuel Supply Company and
          Questar Pipeline Company effective September 1, 1993.  (Exhibit
          No. 10.9 to Form 10-K Annual Report for 1994.)

 10.102   Questar Pipeline Company Deferred Compensation Plan for
          Directors, as amended and restated February 13, 1996.

 22.      Subsidiary Information.

 25.      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.

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

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

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

     (b)  Questar Pipeline filed a Current Report on Form 8-K dated December
27, 1995, during the last  quarter of 1995 to report that it would not
complete the purchase of Kern River Corporation.





                    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, 1995


                     QUESTAR PIPELINE COMPANY

                       SALT LAKE CITY, UTAH
<PAGE>
FORM 10-K -- ITEM 14 (a) (1) AND (2)

QUESTAR PIPELINE COMPANY

LIST OF FINANCIAL STATEMENTS AND 
FINANCIAL STATEMENT SCHEDULES


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

             Statements of income -- Years ended December 31, 1995, 1994
             and 1993
             Balance sheets --  December 31, 1995 and 1994
             Statements of cash flows -- Years ended December 31, 1995,
             1994 and 1993
             Statements of shareholder's equity -- Years ended December 31,
             1995, 1994 and 1993
             Notes to 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 balance sheets of Questar Pipeline Company as of December
31, 1995 and 1994, and the related statements of income, shareholder's equity,
and cash flows for each of the three years in the period ended December 31,
1995.  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, 1995 and 1994, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.

As discussed in Note F to the financial statements, Questar Pipeline Company
changed its method of accounting for postemployment benefits in 1994.

Ernst & Young LLP

Salt Lake City, Utah
February 9, 1996

<PAGE>

QUESTAR PIPELINE COMPANY
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                 Year Ended December 31,
                                              1995        1994        1993
                                                    (In Thousands)
<S>                                       <C>         <C>         <C>
REVENUES
  From unaffiliated customers                 $43,316     $40,412     $41,354
  From affiliates - Note G                     74,039      75,196     130,274
    TOTAL REVENUES                            117,355     115,608     171,628

OPERATING EXPENSES
  Natural gas purchases - Note G                                       56,022
  Operating and maintenance - Note G           44,634      42,778      48,356
  Depreciation                                 16,614      15,453      14,084
  Other taxes                                   4,170       4,499       3,915
    TOTAL OPERATING EXPENSES                   65,418      62,730     122,377

    OPERATING INCOME                           51,937      52,878      49,251

INCOME FROM UNCONSOLIDATED
    AFFILIATES                                  1,534         229         128
OTHER  EXPENSE - NOTE G                        (1,886)     (1,124)       (139)
DEBT EXPENSE                                  (13,472)    (13,107)    (13,114)

    INCOME BEFORE INCOME TAXES                 38,113      38,876      36,126

INCOME TAXES - Note D                          13,465      13,047      12,851

       NET INCOME                             $24,648     $25,829     $23,275
</TABLE>

See notes to financial statements.
<PAGE>

QUESTAR PIPELINE COMPANY
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
                                                            December 31,
                                                          1995        1994
                                                           (In Thousands)
<S>                                                   <C>         <C>
CURRENT ASSETS
  Cash and short-term investments - Note C                 $1,677      $1,448
  Accounts receivable                                       7,671      13,234
  Accounts receivable from affiliates                       6,174       2,002
  Federal income tax receivable                                         1,080
  Inventories, at lower of average
       cost or market                                       2,858       2,583
  Prepaid expenses and deposits                             2,552       2,809
    TOTAL CURRENT ASSETS                                   20,932      23,156

PROPERTY, PLANT AND EQUIPMENT
  Transmission                                            289,059     273,673
  Storage                                                 212,492     210,162
  Gathering                                                81,292      80,605
  General and intangible                                   39,118      39,061
  Construction work in progress                            10,432      11,812
                                                          632,393     615,313
  Less allowances for depreciation                        212,898     203,008
    NET PROPERTY, PLANT AND EQUIPMENT                     419,495     412,305

OTHER ASSETS
  Investment in unconsolidated affiliates                  11,010       7,988
  Income taxes recoverable
     from customers - Note D                                3,948       3,666
  Unamortized costs of reacquired debt                      3,131       3,426
  Other                                                     4,834       4,502
                                                           22,923      19,582

                                                         $463,350    $455,043
</TABLE>
<PAGE>

LIABILITIES AND SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
                                                            December 31,
                                                          1995        1994
                                                           (In Thousands)
<S>                                                   <C>         <C>
CURRENT LIABILITIES
  Notes payable to Questar - Notes B and C                $15,200     $14,600
  Accounts payable and accrued expenses
    Accounts payable                                        9,025       9,368
    Accounts payable to affiliates                          1,587       1,436
    Federal income taxes                                       48
    Other taxes                                             1,289       1,425
    Accrued interest                                        1,076       1,076
       Total accounts payable and
             accrued expenses                              13,025      13,305
    TOTAL CURRENT LIABILITIES                              28,225      27,905

LONG-TERM DEBT - Notes B and C                            134,525     134,506

DEFERRED CREDITS                                            5,346       4,861

DEFERRED INCOME TAXES - Note D                             70,649      68,814

COMMITMENTS AND CONTINGENCIES - Note E

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                                       136,020     130,372
                                                          224,605     218,957

                                                         $463,350    $455,043

</TABLE>
See notes to financial statements.
<PAGE>

QUESTAR PIPELINE COMPANY
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, 1993                     $6,551     $57,034    $115,268
  1993 net income                                                      23,275
  Cash dividends                                                      (16,000)
Balance at December 31, 1993                    6,551      57,034     122,543
  Capital contribution                                     25,000
  1994 net income                                                      25,829
  Cash dividends                                                      (18,000)
Balance at December 31, 1994                    6,551      82,034     130,372
  1995 net income                                                      24,648
  Cash dividends                                                      (19,000)
Balance at December 31, 1995                   $6,551     $82,034    $136,020

</TABLE>
See notes to financial statements.
<PAGE>

QUESTAR PIPELINE COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                 Year Ended December 31,
                                              1995        1994        1993
                                                     (In Thousands)
<S>                                       <C>         <C>         <C>
OPERATING ACTIVITIES
  Net income                                  $24,648     $25,829     $23,275
  Depreciation                                 18,250      17,078      15,979
  Deferred income taxes                         1,835       1,479       1,592
  Income from unconsolidated affiliates        (1,534)       (229)       (128)
                                               43,199      44,157      40,718
  Changes in operating assets
      and liabilities
    Accounts receivable                         1,391      (4,045)     23,815
    Federal income taxes                        1,128      (1,322)     (1,462)
    Inventories                                  (275)       (189)     25,539
    Prepaid expenses and deposits                 257        (541)        (75)
    Accounts payable and accrued expenses        (328)        879     (18,466)
    Purchased-gas adjustments                                          (3,441)
    Other                                         278         736       1,920
      NET CASH PROVIDED FROM
         OPERATING ACTIVITIES                  45,650      39,675      68,548

INVESTING ACTIVITIES
  Capital expenditures
    Purchase of property, plant
       and equipment                          (25,690)    (57,613)    (47,216)
    Other investments                          (2,082)       (614)       (364)
      Total capital expenditures              (27,772)    (58,227)    (47,580)
  Proceeds from (costs of) disposition
    of property, plant and equipment              751          59        (182)
      CASH USED IN INVESTING              
         ACTIVITIES                            (27,021)    (58,168)    (47,762)

FINANCING ACTIVITIES
  Capital contribution                                     25,000
  Change in notes payable to Questar              600      11,600      (4,500)
  Payment of dividends                        (19,000)    (18,000)    (16,000)
      CASH PROVIDED FROM (USED IN)
        FINANCING ACTIVITIES                  (18,400)     18,600     (20,500)
          Change in cash and
             short-term investments               229         107         286
   Beginning cash and
     short-term investments                     1,448       1,341       1,055
     ENDING CASH AND SHORT-TERM
       INVESTMENTS                             $1,677      $1,448      $1,341

</TABLE>
See notes to financial statements.
<PAGE>

QUESTAR PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS

Note A - Summary of Accounting Policies

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

Regulation:   The Company is regulated by the Federal Energy Regulatory
Commission (FERC) which establishes rates for the 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 that it estimates may be
refunded.

Property, Plant and Equipment:  Property, plant and equipment is stated at cost.
The provision for depreciation is based upon rates, which will amortize costs of
assets over their estimated useful lives. The costs of property, plant and
equipment are depreciated in the financial statements using the straight-line
method, ranging from 3 to 33% per year and averaging 3.7% in 1995. In March
1995, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No.121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of. The Company will adopt Statement
No. 121 in 1996 and does not expect a significant effect to either operating
results or financial position.

Credit Risk:  The Company's primary market area is the Rocky Mountain region of
the United States. The Company's exposure to credit risk may be impacted by the
concentration of customers in this region due to changes in economic or other
conditions.  The Company's customers 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.
The carrying amount of trade receivables approximates fair value.

Investment in Unconsolidated Affiliates:  The Company has an 18% partnership
interest in the Overthrust Pipeline Company, which is the operator of the
Overthrust Segment of the Trailblazer Pipeline System. The Company is a
one-third partner in the TransColorado Gas Transmission Company, which plans to
construct a pipeline from the Piceance Basin in Colorado to connections with
other pipelines in northern New Mexico.  The Company owns 50% of the Blacks Fork
Gas Processing Company in southwestern Wyoming that operates a plant which
extracts ethane, propane, butane and gasoline from natural gas.  The Company
accounts for its investment in these partnerships using the equity method.

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-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.

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

Allowance for Funds Used During Construction:  The Company capitalizes the cost
of capital during the construction period of plant and equipment.  This amounted
to $330,000 in 1995, $976,000 in 1994 and $856,000 in 1993.

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


Note B - Debt

The Company has a short-term line-of-credit arrangement with a bank under which
it may borrow up to $200,000.  The line has interest rates below the prime
interest rate and is renewable on an annual basis. No amounts were borrowed
under this arrangement at either December 31, 1995 or 1994.  Questar loans funds
to the Company under a short-term borrowing arrangement.  Outstanding short-term
notes payable to Questar totaled $15,200,000 with an interest rate of 6.01% at
December 31, 1995 and $14,600,000 with an interest rate of 6.11% at December 31,
1994.   Questar Pipeline guarantees $9 million of long-term debt borrowed by
Blacks Fork Gas Processing Company.

The details of long-term debt at December 31, were as follows:
<TABLE>
<CAPTION>
                                              1995        1994
                                                    (In Thousands)
<S>                                       <C>         <C>
  9 3/8% debentures due 2021                  $85,000     $85,000
  9 7/8% debentures due 2020                   50,000      50,000
    Total long-term debt outstanding          135,000     135,000
  Less unamortized debt discount                  475         494
                                             $134,525    $134,506
</TABLE>

There are no maturities of long-term debt for the five years following December
31, 1995.  Cash paid for interest on debt was $13,192,000 in 1995, $13,065,000
in 1994 and  $13,018,000 in 1993.


Note C - Financial Instruments

The carrying amounts and estimated fair values of the Company's financial
instruments at December 31, were as follows:
<TABLE>
<CAPTION>
                                              1995                    1994
                                            Carrying   Estimated    Carrying   Estimated
                                             Amount    Fair Value    Amount    Fair Value
                                          (In Thousands)
<S>                                        <C>         <C>         <C>         <C>
Financial assets
    Cash and short-term investments            $1,677      $1,677      $1,448      $1,448
Financial liabilities
    Short-term loans                           15,200      15,200      14,600      14,600
    Long-term debt                            134,525     158,256     134,506     134,429
</TABLE>

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


Note D - Income Taxes

The components of income taxes charged to income for years ended December 31,
were as follows:
<TABLE>
<CAPTION>
                                              1995        1994        1993
                                                      (In Thousands)
<S>                                       <C>         <C>         <C>
  Federal
    Current                                   $11,388     $10,571     $10,010
    Deferred                                    1,413       1,436       1,512
  State
    Current                                       601         997       1,249
    Deferred                                       63          43          80
                                              $13,465     $13,047     $12,851
</TABLE>

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


<TABLE>
<CAPTION>
                                              1995        1994        1993
                                                                  (In Thousands)
<S>                                       <C>         <C>         <C>
  Income before income taxes                  $38,113     $38,876     $36,126

  Federal income taxes at statutory rate      $13,340     $13,607     $12,644
  State income taxes, net of federal
    income tax benefit                            454         691         892
  Prior years' tax settlement                    (178)                   (692)
  Tax adjustment on revenues from cushion
     gas transported into storage                          (1,245)
  Other                                          (151)         (6)          7
    Income tax expense                        $13,465     $13,047     $12,851

Effective income tax rate                        35.3%       33.6%       35.6%
</TABLE>

Significant components of the Company's deferred tax liabilities and assets at
December 31, were as follows:
<TABLE>
<CAPTION>
                                              1995        1994
                                          (In Thousands)
<S>                                       <C>         <C>
Deferred tax liabilities
  Property, plant and equipment               $66,364     $64,002
  Income taxes recoverable from customers       1,487       1,914
  Unamortized debt reacquisition costs          1,159       1,267
  Pension costs                                   519         535
  Other                                         1,988       3,263
    Total deferred tax liabilities             71,517      70,981

Deferred tax assets                               868       2,167
    Net deferred tax liabilities              $70,649     $68,814
</TABLE>

Cash paid for income taxes was $11,946,000 in 1995, $14,404,000 in 1994 and
$12,404,000 in 1993.

Note E - Rate Matters, Litigation and Commitments

Questar Pipeline filed a general rate case with the FERC on July 31, 1995,
seeking an increase in jurisdictional revenues.  The request for additional
revenues was intended to recover the costs of enhanced service to customers,
meet regulatory requirements and collect costs associated with employee
postretirement benefits.  By order issued August 31, 1995, Questar Pipeline's
rate filing was accepted with an effective date of February 1, 1996, subject to
refund. Questar Pipeline has submitted a settlement to the presiding
administrative law judge. The settlement would avoid a lengthy hearing process
if approved by the FERC.

Questar Pipeline concurrently filed a plan with the FERC to transfer about $53
million of gathering assets, net of accumulated depreciation, to Questar Gas
Management Company, a wholly-owned subsidiary.  The FERC approved the transfer
February 28, 1996.

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


Note F - Employment Benefits

Pension Plan: Substantially all Company employees are covered by Questar's
defined benefit pension plan. Benefits are generally based on years of service
and the employee's 36-month period of highest earnings during the ten years
preceding retirement.  It is Questar's policy to make contributions to the plan
at least sufficient to meet the minimum funding requirements of applicable laws
and regulations. Plan assets consist principally of equity securities and
corporate and U.S. government debt obligations. Pension cost was $1,123,000 in
1995, $1,201,000 in 1994 and $1,372,000 in 1993.

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, 1995, Questar's fair value of
plan assets exceeded the accumulated benefit obligation.

Postretirement Benefits Other Than Pensions:  The Company pays a portion of the
health-care costs and all the life insurance costs for employees who retired
prior to January 1, 1993. The plan was changed for employees retiring after
January 1, 1993, to link the health-care benefit to years of service and to
limit the Company's monthly health-care contribution per individual to 170% of
the 1992 contribution. Employees hired after December 31, 1996, will not qualify
for benefits under this plan.  The Company's policy is to fund amounts allowable
for tax deduction under the Internal Revenue Code.  Plan assets consist of
equity securities, corporate and U.S. government debt obligations, and insurance
company general accounts. The Company is amortizing the transition obligation
over a 20-year period.  Total costs of postretirement benefits other than
pensions were $1,044,000 in 1995, $1,130,000 in 1994 and $1,059,000 in 1993. The
Company expects to receive rate coverage of the jurisdictional portion of these
costs in its current rate case and has recorded a regulatory asset of $1,730,000
at December 31, 1995. The FERC issued an order granting rate recovery
methodology for SFAS No. 106 costs to the extent that the Company contributes
the amounts to an external trust.

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

Postemployment Benefits:  The Company 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 Company expects to receive rate coverage of
the jurisdictional portion of these costs as part of its current rate case. At
December 31, 1995, the Company had a $539,000 regulatory asset for
postemployment costs.

Employee Investment Plan:  The Company participates in Questar's Employee
Investment Plan (ESOP), which allows eligible employees to purchase Questar
Corporation common stock or other investments through payroll deduction.  The
Company makes contributions of Questar Corporation common stock to the ESOP of
approximately 75% 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 $667,000 in 1995, $591,000 in 1994 and $571,000
in 1993.


Note G - Related Party Transactions

The Company receives a substantial portion of its revenues from Mountain Fuel
Supply Company. Revenues received from Mountain Fuel amounted to $69,964,000 or
60% in 1995,  $70,966,000 or 61% in 1994, and $124,807,000 or 73% in 1993.  The
Company also received revenues from other affiliated companies totaling
$4,075,000 in 1995, $4,230,000 in 1994 and $5,072,000 in 1993.

Natural gas purchases include $4,844,000 from affiliated companies in 1993. The
Company did not purchase gas for resale after August 31, 1993.

Questar performs certain administrative functions for the Company.  The Company
was charged for its allocated portion of these services which totaled $3,212,000
in 1995, $3,439,000 in 1994 and $3,408,000 in 1993. These costs are included in
operating and maintenance expenses and are allocated based on each company's
proportional share of revenues, net of gas costs; property, plant and equipment;
and payroll. Management believes that the allocation method is reasonable.

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

Questar InfoComm Inc. is an affiliated company that provides data processing and
communication services to Questar Pipeline.  The Company paid Questar InfoComm
$7,542,000 in 1995, $7,036,000 in 1994 and $6,607,000 in 1993.

The Company received interest income from affiliated companies of $22,000 in
1995, $225,000 in 1994 and $327,000 in 1993.  The Company had debt expense to
affiliated companies of $272,000 in 1995, $134,000 in 1994 and $21,000 in 1993.
<PAGE>

                            SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 28th day
of March, 1996.

                              QUESTAR PIPELINE COMPANY
                                 (Registrant)


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


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


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


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


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


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


March 28, 1996                *By   /s/ A. J. Marushack       
  Date                              A. J. Marushack, Attorney in Fact
<PAGE>                                       

                                  Exhibit List

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.

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

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

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

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

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

 10.3.2   Questar Pipeline Company Annual Management Incentive Plan, as
          amended February 13, 1996.  

 10.4.    Partnership Agreement for the TransColorado Gas Transmission
          Company dated June 30, 1990 and as amended and restated September
          25, 1995, between KN TransColorado, Inc., El Paso TransColorado,
          Inc., and Questar TransColorado, Inc.  

 10.5.*3  Firm Transportation Service Agreement with Mountain Fuel Supply
          Company under Rate Schedule T-1 dated August 10, 1993, for a term
          from November 2, 1993 to June 30, 1999.  (Exhibit No. 10.5. to
          Form 10-K Annual Report for 1993.)

 10.6.*3  Storage Service Agreement with Mountain Fuel Supply Company under
          Rate Schedule FSS, for 3.5 Bcf of working gas capacity at Clay
          Basin, with a term from September 1, 1993, to August 31, 2008. 
          (Exhibit No. 10.6. to Form 10-K Annual Report for 1993.)

 10.7.*3  Storage Service Agreement with Mountain Fuel Supply Company under
          Rate Schedules FSS, for 3.5 Bcf of working gas capacity at Clay
          Basin with a term from September 1, 1993, to August 31, 2013. 
          (Exhibit No. 10.7. to Form 10-K Annual Report for 1993.)

 10.83    Storage Service Agreement with Mountain Fuel Supply Company under
          Rate Schedule FSS, for 5.0 Bcf of working gas capacity at Clay
          Basin, with a term from May 15, 1994 to May 14, 2019.

 10.9.*   Gas Gathering Agreement between Mountain Fuel Supply Company and
          Questar Pipeline Company effective September 1, 1993.  (Exhibit
          No. 10.9 to Form 10-K Annual Report for 1994.)

 10.102   Questar Pipeline Company Deferred Compensation Plan for
          Directors, as amended and restated February 13, 1996.

 22.      Subsidiary Information.

 25.      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.

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

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

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