EXHIBIT 10.2
      
               QUESTAR REGULATED SERVICES COMPANY, 
                     QUESTAR GAS COMPANY, AND
                     QUESTAR PIPELINE COMPANY

                 ANNUAL MANAGEMENT INCENTIVE PLAN
         (As Amended and Restated Effective May 19, 1998)

          Paragraph 1.  Name.  The name of this Plan is the Annual 
Management Incentive Plan (the Plan) for Questar Regulated Services 
Company, Questar Gas Company, and Questar Pipeline Company 
(collectively referred to as Regulated Services).  

          Paragraph 2.  Purpose.  The purpose of the Plan is to 
provide an incentive to officers and key employees of Regulated 
Services for the accomplishment of major organizational and individual 
objectives designed to further the efficiency, profitability, and 
growth of Regulated Services.

          Paragraph 3.  Administration.  The Management Performance 
Committee (Committee) of the Board of Directors of Questar Corporation 
(Questar) shall have full power and authority to interpret and 
administer the Plan.  Such Committee shall consist of no less than 
three disinterested members of the Board of Directors.  
Recommendations made by the Committee shall be reviewed by the Boards 
of Directors of participating employers.

          Paragraph 4.  Participation.  Within 60 days after the 
beginning of each year, the Committee shall nominate Participants from 
the officers and key employees for such year.  The Committee shall 
also establish a target bonus for the year for each Participant 
expressed as a percentage of base salary or specified portion of base 
salary.  Participants shall be notified of their selection and their 
target bonus as soon as practicable.

          Paragraph 5.  Determination of Performance Objectives.  
Within 60 days after the beginning of each year, the Committee shall 
establish target, minimum, and maximum performance objectives for 
Regulated Services and for its affiliates and shall determine the 
manner in which the target bonus is allocated among the performance 
objectives.  The Committee shall also recommend a dollar maximum for 
payments to Participants for any Plan year.  The Board of Directors 
shall take action concerning the recommended dollar maximum within 60 
days after the beginning of the Plan year.  Participants shall be 
notified of the performance objectives as soon as practicable once 
such objectives have been established.

          Paragraph 6.  Determination and Distribution of Awards.  As 
soon as practicable, but in no event more than 90 days after the close 
of each year during which the Plan is in effect, the Committee shall 
compute incentive awards for eligible participants in such amounts as 
the members deem fair and equitable, giving consideration to the 
degree to which the Participant's performance has contributed to the 
performance of Regulated Services and its affiliated companies and 
using the target bonuses and performance objectives previously 
specified.  Aggregate awards calculated under the Plan shall not 
exceed the maximum limits approved by the Board of Directors for the year 
involved. To be eligible to receive a payment, the Participant must be 
actively employed by Regulated Services or an affiliate as of the date 
of distribution except as provided in Paragraph 8. 

          Amounts shall be paid (less appropriate withholding taxes 
and FICA deductions) according to the following schedule:  

                    Award Distribution Schedule

                    Percent of
                       Award                 Date

Initial Award            75%      As soon as possible after initial 
award is (First Year              determined
of Participation)

                         25       One year after initial award is 
                                  determined

                        100%                     

Subsequent Awards        50%      As soon as possible after award is 
                                  determined

                         25       One year after award is determined

                         25       Two years after award is determined

                        100%

          Paragraph 7.  Restricted Stock in Lieu of Cash.  
Participants who have a target bonus of $10,000 or higher shall be 
paid all deferred portions of such bonus with restricted shares of 
Questar's common stock under Questar's Long-Term Stock Incentive Plan.  
Such stock shall be granted to the participant when the initial award 
is determined, but shall vest free of restrictions according to the 
schedule specified above in Paragraph 6.

          Paragraph 8.  Termination of Employment.  

          (a)  In the event a Participant ceases to be an employee 
during a year by reason of death, disability or approved retirement, 
an award, if any, determined in accordance with Paragraph 6 for the 
year of such event, shall be reduced to reflect partial participation 
by multiplying the award by a fraction equal to the months of 
participation during the applicable year through the date of 
termination rounded up to whole months divided by 12.

          For the purpose of this Plan, approved retirement shall mean 
any termination  of service on or after age 60, or, with approval of 
the Board of Directors, early retirement under Questar's qualified 
retirement plan.  For the purpose of this Plan, disability shall mean  
any termination of service that results in payments under Questar's 
long-term disability plan. 

          The entire amount of any award that is determined after the 
death of a Participant shall be paid in accordance with the terms of 
Paragraph 11.  

          In the event of termination of employment due to disability 
or approved retirement, a Participant shall be paid the undistributed 
portion of any prior awards in his final paycheck or in accordance 
with the terms of elections to voluntarily defer receipt of awards 
earned prior to February 12, 1991, or deferred under the terms of 
Questar's Deferred Compensation Plan.  In the event of termination due 
to disability or approved retirement, any shares of common stock 
previously credited to a Participant shall be distributed free of 
restrictions during the last month of employment.  The current market 
value (defined as the closing price for the stock on the New York 
Stock Exchange on the date in question) of such shares shall be 
included in the Participant's final paycheck.  Such Participant shall 
be paid the full amount of any award (adjusted for partial 
participation) declared subsequent to the date of such termination 
within 30 days of the date of declaration.  Any partial payments shall 
be made in cash.

          (b)  In the event a Participant ceases to be an employee 
during a year by reason of a change in control, he shall be entitled 
to receive all amounts deferred by him prior to February 12, 1991, and 
all undistributed portions for prior Plan years.  He shall also be 
entitled to an award for the year of such event as if he had been an 
employee throughout such year.  The entire amount of any award for 
such year shall be paid in a lump sum within 60 days after the end of 
the year in question.  Such amounts shall be paid in cash.

          For the purpose of this Plan, a "change in control" shall be 
deemed to have occurred if (i) any "Acquiring Person" (as that term is 
used in the Rights Agreement dated February 13, 1996, between Questar 
and ChaseMellon Shareholder Services, L.L.C. ("Rights Agreement")) is 
or becomes the beneficial owner (as such term is used in Rule 13d-3 
under the Securities Exchange Act of 1934) of securities of Questar 
representing 25 percent or more of the combined voting power of 
Questar, or (ii) the following individuals cease for any reason to 
constitute a majority of the number of directors then serving as 
directors of Questar:  individuals who, as of May 19, 1998, constitute 
Questar's Board of Directors ("Board") and any new director (other 
than a director whose initial assumption of office is in connection 
with an actual or threatened election contest, including but not 
limited to a consent solicitation, relating to the election of 
directors of Questar) whose appointment of election by the Board or 
nomination for election by Questar's stockholders was approved or 
recommended by a vote of at least two-thirds of the directors when 
still in office who either were directors on May 19, 1998, or who 
appointment, election or nomination for election was previously so 
approved or recommended; or (iii Questar stockholders approve a merger 
or consolidation of Questar or any direct of indirect subsidiary of 
Questar with any other corporation, other than a merger of 
consolidation that would result in the voting securities of Questar 
outstanding immediately prior to such merger or consolidation 
continuing to represent (either by remaining outstanding or by being 
converted into voting securities of the surviving entity or any parent 
thereof) at least 60 percent of the combined voting power of the 
securities of Questar or such surviving entity or its parent 
outstanding immediately after such merger or consolidation, or a 
merger or consolidation effected to implement a recapitalization of 
Questar (or similar transaction) in which no person is or becomes the 
beneficial owner, directly or indirectly, of securities of Questar 
representing 25 percent or more of the combined voting power of 
Questar's then outstanding securities; or (iv) Questar's stockholders 
approve a plan of complete liquidation or dissolution of the Company 
or there is consummated an agreement for the sale or disposition by 
Questar of all or substantially all of Questar's assets, other than a 
sale of disposition by Questar of all or substantially all of the 
Company's assets to an entity, at least 60 percent of the combined 
voting power of the voting securities of which are owned by 
stockholders of Questar in substantially the same proportion as their 
ownership of Questar immediately prior to such sale.  A change in 
control, however, shall not be considered to have occurred until all 
conditions precedent to the transaction, including but not limited to, 
all required regulatory approvals have been obtained.

          Paragraph 9.  Interest on Previously Deferred Amounts.  
Amounts voluntarily deferred prior to February 12, 1991, shall be 
credited with interest from the date the payment was first available 
in cash to the date of actual payment.  Such interest shall be 
calculated at a monthly rate using the typical rates paid by major 
banks on new issues of negotiable Certificates of Deposit in the 
amounts of $1,000,000 or more for one year as quoted in The Wall 
Street Journal on the first day of the relevant calendar month or the 
next preceding business day if the first day of the month is a 
non-business day.  

          Paragraph 10.  Coordination with Deferred Compensation Plan.  
Some Participants are entitled to defer the receipt of their cash 
bonuses under the terms of Questar's Deferred Compensation Plan, which 
became effective November 1, 1993.  Any cash bonuses deferred pursuant 
to the Deferred Compensation Plan shall be accounted for and 
distributed according to the terms of such plan and the choices made 
by the Participant.

          Paragraph 11.  Death and Beneficiary Designation.  In the 
event of the death of a Participant, any undistributed portions of 
prior awards shall become payable.  Amounts previously deferred by the 
Participant, together with credited interest to the date of death, 
shall also become payable.  Each Participant shall designate a 
beneficiary to receive any amounts that become payable after death 
under this Paragraph or Paragraph 8.  In the event that no valid 
beneficiary designation exists at death, all amounts due shall be paid 
as a lump sum to the estate of the Participant.  Any shares of 
restricted stock previously credited to the Participant shall be 
distributed to the Participant's beneficiary or, in the absence of a 
valid beneficiary designation, to the Participant's estate, at the 
same time any cash is paid.

          Paragraph 12.  Amendment of Plan.  The Boards of Directors 
for the participating employers, at any time, may amend, modify, 
suspend, or terminate the Plan, but such action shall not affect the 
awards and the payment of such awards for any prior years.  The Boards 
of Directors for the participating employers cannot terminate the Plan 
in any year in which a change of control has occurred without the 
written consent of the Participants.  The Plan shall be deemed 
suspended for any year for which the Board of Directors has not fixed 
a maximum dollar amount available for award.  

          Paragraph 13.  Nonassignability.  No right or interest of 
any Participant under this Plan shall be assignable or transferable in 
whole or in part, either directly or by operation of law or otherwise, 
including, but not by way of limitation, execution, levy, garnishment, 
attachment, pledge, bankruptcy, or in any other manner, and no right 
or interest of any Participant under the Plan shall be liable for, or 
subject to, any obligation or liability of such Participant.  Any 
assignment, transfer, or other act in violation of this provision 
shall be void.  

          Paragraph 14.  Effective Date of the Plan.  The Plan shall 
be effective with respect to the fiscal year beginning January 1, 
1997, and shall remain in effect until it is suspended or terminated 
as provided by Paragraph 12.  This Plan replaces the individual plans 
previously adopted by Questar Gas and Questar Pipeline that became 
effective January 1, 1984.  Plan participants who previously received 
awards under predecessor plans or any other Annual Management 
Incentive Plan adopted by an affiliate shall be treated as ongoing 
participants for purposes of the distribution schedule in Paragraph 6.