Agreement for the Transfer of Assets

     This Agreement is entered into effective the 1st day of January, 
1996, between Questar Pipeline Company, 79 South State Street, Salt Lake 
City, Utah 84111 (Questar Pipeline), and Questar Gas Management Company, 
79 South State Street, Salt Lake City, Utah 84111 (QGM).  Questar 
Pipeline and QGM are collectively referred to as the "Parties."

     The Parties Represent as Follows:

     A.  Questar Pipeline is the sole owner of various gathering systems 
and facilities, a few of which have been certificated by the Federal 
Energy Regulatory Commission (FERC) under section 7(c) of the Natural Gas Act 
(NGA).  Also, the FERC generally exercises jurisdiction over the rates 
of gathering services performed by interstate pipelines such as Questar 
Pipeline.  The gathering systems and facilities consist of gathering 
laterals, field compressors, meters, dehydration equipment, regulators, 
valves and related equipment, the rights of way, easements and licenses 
upon which these gathering systems and facilities are located, and 
various operating agreements, gathering agreements and service 
agreements, all collectively referred to in this Agreement as the 
"Assets."  The Assets are located in the states of Colorado, Utah and 
Wyoming.

     B.  QGM is a wholly owned subsidiary of Questar Pipeline.  It is a 
Utah corporation engaged in business activities not regulated by the 
FERC.

     C.  Separation of FERC-jurisdictional and non-jurisdictional 
business activities will result in efficiencies of operation that will 
enable QGM to be more competitive in the gas-gathering and the 
gas-processing businesses.  Questar Pipeline is filing an application 
with the FERC to obtain approval to abandon the certificated 
jurisdictional Assets by transfer to QGM.  Questar Pipeline will also 
make appropriate filings with FERC under NGA section 4, seeking authorization 
to terminate all gathering services.  Finally, QGM will seek a 
declaratory order from the FERC requesting that all of the Assets, 
operations and services are declared to be exempt from the FERC's 
jurisdiction under NGA sections 1(b), 2, 4 and 5.

     D.  The Parties desire to enter into this Agreement to transfer 
ownership of the Assets in a manner that exempts QGM from FERC 
jurisdiction under section 1(b) of the NGA.

     Therefore, the Parties Agree as Follows:

     1.  Assets to be Transferred.  In consideration of QGM's agreement 
to operate, maintain and assume all liabilities related to the Assets, 
Questar Pipeline agrees to transfer to QGM all of its right, title and 
interest to the Assets described on Attachment A, a list of gathering 
areas; Attachment B, a list of laterals; and Attachment C, a list of all 
contracts.  At the time of closing, an assignment of all Assets will be 
provided to QGM on an assignment form similar to Attachment D.  
Attachments A through C may be changed from time to time to add or 
delete Assets.

     2.  Closing.  Subject to receipt of all necessary FERC 
authorizations referred to in section 5A, Questar Pipeline shall transfer the 
Assets to QGM as an internal realignment of assets between a parent and 
a subsidiary.  The Assets shall be valued at the net-book value as of 
January 1, 1996.  As soon as practicable after receipt of acceptable 
FERC authority, the Parties will set a mutually agreeable closing date.  
Questar Pipeline will provide QGM with executed assignment documents to 
complete the transfer of the Assets.  Subject to compatible FERC 
approval, the effective date of the transfer will be January 1, 1996, 
regardless of the actual date of closing.

     3.  Title.  Questar Pipeline represents that it is the lawful owner 
of the Assets to be transferred under this Agreement and that the Assets 
to be transferred are free and clear of all liens and encumbrances.

     4.  Inspection; Representations and Warranties.  QGM represents 
that it has inspected the Assets that are above ground, has reviewed the 
maintenance records of the pipelines and other below-ground facilities 
and is familiar with the condition of the Assets to be transferred.  
Except as to the representations and warranties provided in section 3, Questar 
Pipeline makes no representations or warranties whatsoever.  All Assets 
are transferred in an "as is" condition and Questar Pipeline expressly 
excludes all warranties (except manufacturer's warranties) regarding the 
Assets, including without limitation, warranties as to merchantability 
and fitness for particular purpose, either express or implied. 

     5.  Approvals.  
         A. FERC.  Most of the Assets to be transferred by Questar 
Pipeline to QGM are gathering facilities that have not been certificated 
by the FERC; however, a small percentage of the Assets are subject to 
certificates issued by the FERC.  QGM will file a request for a 
declaratory order with the FERC, and Questar Pipeline must file an 
abandonment application under NGA section 7(b) for authorization to abandon 
the certificated gathering facilities by transfer to QGM.  Further, 
subsequent to the FERC issuing orders in the abandonment and declaratory 
order dockets, Questar Pipeline must file under NGA section 4 for 
authorization to terminate gathering services provided through its 
facilities.  Questar Pipeline's ability to transfer the Assets and QGM's 
ability to accept the Assets are conditioned upon each Party receiving, 
in its sole discretion, acceptable authorizations from the FERC.

         B. Board of Directors.  The transfer of Assets is conditioned 
on the satisfactory written evidence of the authorization and approval 
of the transfer as provided for by this Agreement by the boards of 
directors of Questar Pipeline and QGM.

     6.  Acceptance of Gas into Questar Pipeline's System.  After 
transfer of the Assets to QGM, Questar Pipeline will take no 
unreasonable action or make no unreasonable change to its current 
operating practices at any existing or future receipt point between its 
facilities and the gathering facilities acquired by QGM that would deny 
the receipt of gas tendered by QGM for transportation on Questar 
Pipeline's system.

     7.  Taxes.  Real and personal property taxes on the Assets shall be 
paid by Questar Pipeline until December 31, 1995.  Commencing January 1, 
1996, all taxes on the Assets will be paid by QGM, regardless of the 
closing date.

     8.  Additional Documents.  The Parties agree to execute additional 
documents that may be required after closing to accomplish the transfer 
of Assets contemplated by this Agreement.

     9.  Successors and Assigns.  This Agreement shall be binding upon 
the Parties and their successors and assigns.

     10. Applicable Law.  This Agreement shall be interpreted in 
accordance with the laws of the state of Utah.

     11. Waiver.  No waiver by a Party of any one or more events of 
default by the other Party in the performance of any provision of this 
Agreement shall operate or be construed as a waiver of any future 
default or defaults, whether of a like or different character.

     12. Entire Agreement; Amendments.  This Agreement is the entire 
agreement between the Parties.  No prior representations, if any, are 
being relied upon by QGM or Questar Pipeline, except as contained in 
this Agreement.  All amendments to this Agreement shall be in writing.

     This Agreement is entered into as of the date first set forth above 
by the authorized representatives of the Parties whose signatures are 
set forth below.

                                 Questar Pipeline Company
ATTEST:

s/s Gary G. Sackett              By  s/s R. D. Cash                 
Gary G. Sackett, Assistant       R. D. Cash, Chairman of the Board
Secretary

                                 Questar Gas Management Company
ATTEST:

/s/Gary G. Sackett               By  /s/J. B. Carricaburu           
Gary G. Sackett, Assistant       J. B. Carricaburu, Vice President
Secretary

                   Amendment  Number  One  to  the
              Agreement  for  the  Transfer  of  Assets
                               Between
                     Questar  Pipeline  Company
                                 and
                  Questar  Gas  Management  Company
                      Dated  January  1,  1996

     This  Amendment is effective the 1st day of March, 1996, between 
Questar Pipeline Company, 79 South State Street, Salt Lake City, Utah 
84111 (Questar Pipeline), and Questar Gas Management Company, 79 South 
State Street, Salt Lake City, Utah 84111 (QGM).  Questar Pipeline and 
QGM are collectively referred to as the Parties.
     The  Parties  Represent  As  Follows:
     A.  Questar Pipeline and QGM entered into an agreement effective 
January 1, 1996, for the transfer of various gathering systems and 
related facilities from Questar Pipeline to QGM (Agreement).
     B.  The Parties have determined that it is in their mutual interest 
to amend the Agreement.
     Therefore,  The  Parties  Agree  As  Follows:
     1. Due to a delay in the receipt of Federal Energy Regulatory 
Commission approval, the effective date of the transfer is March 1, 
1996, instead of January 1, 1996.  The date "January 1, 1996" in line 
one of the opening paragraph and in lines four and eight of paragraph 
two is deleted and replaced with "March 1, 1996."  

     2. Except as expressly amended, the Agreement remains in full 
force and effect.
     
     This Amendment is executed the 19th day of March, 1997, by the 
authorized representatives of the Parties whose signatures are set forth 
below.
                                 Questar  Pipeline  Company
ATTEST:

 /s/Connie C. Holbrook           By  /s/D. N. Rose                  
Connie C. Holbrook, Secretary    D. N. Rose, President
                                 and Chief Executive Officer

                                 Questar  Gas  Management  Company
ATTEST:

 /s/Connie C. Holbrook           By  G. L. Nordloh                  
Connie C. Holbrook, Secretary    G. L. Nordloh, President
                                 and Chief Executive Officer