BYLAWS
                                   of
                        QUESTAR PIPELINE COMPANY

                           A Utah Corporation

                                 OFFICES

      SECTION 1.  The principal office shall be in the City of Salt 
Lake, County of Salt Lake, State of Utah.

      The Corporation may also have offices at such other places as the 
Board of Directors may from time to time appoint or the business of the 
Corporation may require.

                                  SEAL

      SECTION 2.  The corporate seal shall have inscribed thereon the 
name of the Corporation,  and the words "Corporate Seal," and "Utah."  
Said seal may be used by causing it, or a facsimile thereof, to be 
impressed or affixed or reproduced, or otherwise.

                         SHAREHOLDERS' MEETINGS

      SECTION 3.  All meetings of the shareholders shall be held at the 
Corporation's office in Salt Lake City, Utah, or at such other place as 
may be specified by the Board of Directors.  

      SECTION 4.  The annual meeting of shareholders shall be held on 
the third Tuesday in May of each year, and if such day is a legal 
holiday, then on the preceding secular business day, at 1:00 p.m., when 
they shall elect by majority vote a Board of Directors and transact such 
other business as may properly be brought before the meeting.

      SECTION 5.  The Board of Directors may direct the calling of 
special meetings of the shareholders at such time and place as the Board 
may deem necessary.  

      SECTION 6.  Holders of a majority of the shares issued and 
outstanding, and entitled to vote thereat, present in person or 
represented by proxy, shall be requisite and shall constitute a quorum 
at all meetings of the shareholders for the transaction of business, 
except as otherwise provided by law, by the Articles of Incorporation, 
or by these Bylaws.  If, however, such majority shall not be present or 
represented at any meeting of the shareholders, the shareholders 
entitled to vote thereat, present in person or by proxy, shall have 
power to adjourn the meeting, from time to time, without notice other 
than announcement at the meeting, until such requisite amount of voting 
stock shall be present.  At such adjourned meeting at which the 
requisite amount of voting stock shall be represented, business may be 
transacted which might have been transacted at the meeting as originally 
notified.

      SECTION 7.  The Secretary shall, but in case of his failure any 
other officer of the Corporation may, give written or printed notice to 
the shareholders stating the place, day and hour of each shareholders 
meeting and, in case of a special meeting, the purpose or purposes for 
which the meeting is called.  Such notice shall be given not less than 
ten (10) nor more than fifty (50) days before the date of the meeting.

      SECTION 8.  Notice may be given either personally or by mail, and 
if given by mail, such notice shall be deemed to be delivered when 
deposited in the United States mail addressed to the shareholder at his 
address as it appears on the stock transfer books of the Corporation, 
with postage prepaid thereon.

      SECTION 9.  At each meeting of the shareholders, every shareholder 
having the right to vote shall be entitled to vote in person or by proxy 
appointed by an instrument in writing, subscribed by such shareholder 
and bearing a date not more than three months prior to said meeting.  
Each shareholder shall have one vote for each share of stock registered 
in such shareholder's name on the books of the Corporation.  The vote 
for directors and, upon the demand of any shareholder, the vote upon any 
question before any meeting of shareholders shall be by ballot.  All 
elections shall be had and all questions decided by a plurality vote.

      SECTION 10.  A complete list of shareholders entitled to vote at 
any meeting of shareholders shall be prepared and be available for 
inspection by any shareholder beginning two business days after notice 
is given of the meeting for which the list was prepared and continuing 
throughout the meeting.  The list shall be arranged by voting group and 
by class or series of shares within each voting group and be 
alphabetical within each voting group or class.  The list shall indicate 
each shareholder's name, address, and number of voting shares.

      A shareholder, directly or through an agent or attorney, has the 
right to inspect and copy, at his expense, the list of shareholders 
prepared for each meeting of shareholders.  The shareholder must make a 
written request to examine the list and must examine it during the 
Corporation's regular business hours.  

      SECTION 11.  Business transacted at all special meetings of the 
shareholders shall be confined to the objects stated in the call and 
notice.

      SECTION 12.  Unless otherwise provided in the Articles of 
Incorporation, any action that may be taken at any annual or special 
meeting of the shareholders may be taken without a meeting and without 
prior notice upon the receipt of a unanimous written consent.

                                DIRECTORS

      SECTION 13.  The business and affairs of the Corporation shall be 
managed under the direction of the Board of Directors.  The Board shall 
consist of five directors.  A majority shall have the power to transact 
the business of the corporation in conformity with the powers conferred 
upon the Board of Directors by the Articles of Incorporation.  Directors 
elected at any annual or special meeting of the shareholders shall hold 
office until the next annual meeting of the shareholders and until their 
successors shall be duly elected.  One or more directors may be removed 
with or without cause by a vote of the majority of the shareholders at a 
meeting of shareholders called for that purpose.  

      SECTION 14.  Unless the Articles of Incorporation provide 
otherwise, any acts required or permitted to be taken by the Board of 
Directors at a meeting may be taken without a meeting if all the 
directors take the action, each director signs a written consent 
describing the action taken, and the consents are filed with the records 
of the Corporation.  Action taken by consent is effective when the last 
director signs the consent, unless the consent specifies a different 
effective date.  A signed consent has the effect of a meeting vote and 
may be described as such in any document.

      SECTION 15.  The directors may hold their meetings and have one or 
more offices and keep the books of the Corporation at such place as they 
may from time to time determine.  

      SECTION 16.  In addition to the powers and authority by these 
Bylaws expressly conferred upon them, the Board may exercise all such 
powers of the Corporation and do all such lawful acts and things as are 
not by statute of the State of Utah, or by the Articles of Incorporation 
or by these Bylaws directed or required to be exercised or done by the 
shareholders.

                                COMMITTEE

      SECTION 17.  The Board of Directors may, by resolution or 
resolutions passed by a majority of the whole Board, designate one or 
more Committees, each Committee to consist of two or more of the 
Directors of the Corporation and shall have and may exercise the powers 
conferred upon them by the Board of Directors.  All Committees when so 
appointed shall have such name or names as may be determined from time 
to time by resolutions adopted by the Board of Directors.

      SECTION 18.  The Committees shall keep regular minutes for their 
proceedings and report the same to the Board of Directors when required.

                        COMPENSATION OF DIRECTORS

      SECTION 19.  Directors, as such, shall not receive any salary for 
their services, but the Board of Directors, by resolution, shall fix the 
fees to be allowed and paid to directors, as such, for their services 
and provide for the payment of the expenses of the directors incurred by 
them in performing their duties.  Nothing herein contained, however, 
shall be considered to preclude any director from serving the 
Corporation in any other capacity and receiving compensation therefore.

      SECTION 20.  Fees to members of special or standing committees and 
expenses incurred by them in the performance of their duties, as such, 
shall also be fixed and allowed by resolution of the Board of Directors.

                          MEETINGS OF THE BOARD

      SECTION 21.  The Board of Directors may meet at Salt Lake City, 
Utah, or at such other place as may be determined by a majority of the 
members of the Board.

      SECTION 22.  Regular meetings of the Board may be held without 
notice at such time and place as shall from time to time be determined 
by the Board.

      SECTION 23.  Special meetings of the Board may be called by the 
President on at least two days' notice to each director, either 
personally or by mail or telegram; special meetings shall be called by 
the President or Secretary in like manner and on like notice on the 
written request of two directors.

      SECTION 24.  At all meetings of the Board a majority of the 
Directors shall be necessary and sufficient to constitute a quorum for 
the transaction of business, and the act of a majority of the directors 
present at any meeting at which there is a quorum, shall be the act of 
the Board of Directors.  Directors may participate in a meeting and be 
counted in the quorum by means of conference telephone or similar 
communication equipment by which all directors participating in the 
meeting can hear each other.  

      SECTION 25.  The officers of the Corporation shall be chosen by 
the Board of Directors and shall consist of:  a Chairman of the Board, a 
President and Chief Executive Officer, a Vice President, a Secretary, 
and a Treasurer.  The Board may also choose a Vice Chairman, additional 
Vice Presidents, Assistant Secretaries and Assistant Treasurers.  

      SECTION 26.  The Board of Directors at its first meeting after 
each annual meeting shall choose a Chairman of the Board, a President, 
one or more Vice Presidents, a Secretary and a Treasurer, and such 
Assistant Secretaries and Assistant Treasurers as the Board deems 
necessary or appropriate.  None of the officers except the Chairman of 
the Board, Vice Chairman,  and the President need be members of the 
Board.  

      SECTION 27.  The Board may appoint such other officers and agents 
as it may deem necessary, who hold their offices for such terms and 
shall exercise such powers and perform such duties as shall be 
determined from time to time by the Board.

      SECTION 28.  The salaries of all officers of the Corporation shall 
be fixed by the 
Board of Directors.

      SECTION 29.  The officers of the Corporation shall hold office 
until their successors are chosen and qualified in their stead.  Any 
officer elected or appointed by the Board of Directors may be removed at 
any time by the affirmative vote of a majority of the whole Board of 
Directors.  If the office of any officer or officers becomes vacant for 
any reason, the vacancy shall be filled by the affirmative vote of a 
majority of the whole Board of Directors.

                          CHAIRMAN OF THE BOARD

      SECTION 30.  The Chairman of the Board shall preside at the 
meetings of the shareholders and directors.  In the Chairman's absence, 
the Vice Chairman (if one has been chosen) shall preside at the meetings 
of the shareholders and directors.

                                PRESIDENT

      SECTION 31.  The President shall be the Chief Executive Officer of 
the Corporation; in the absence of the Chairman of the Board and the 
Vice Chairman of the Board, shall preside at all meetings of the 
shareholders and directors; shall have general and active management of 
the  Corporation; and shall see that all orders and resolutions of the 
Board are carried into effect.  He shall have the general powers and 
duties of supervision and management usually vested in the office of 
president and chief executive officer of a corporation.  He shall 
perform such other functions and duties as shall be prescribed by the 
Board of Directors.

                             VICE PRESIDENT

      SECTION 32.  The Vice Presidents shall perform the duties 
prescribed by the President or the Board of Directors.  

                   SECRETARY AND ASSISTANT SECRETARIES

      SECTION 33.  (a)  The Secretary:  shall attend the meetings of the 
Board and the meetings of the shareholders and record all votes and the 
minutes of all proceedings in a book to be kept for that purpose and 
shall perform like duties for the Committees appointed by the Board when 
required; give or cause to be given notice of the meetings of the 
shareholders and of the Board of Directors; and perform such other 
duties as may be prescribed by the Board of Directors or President, 
under whose supervision the Secretary shall keep in safe custody the 
seal of the Corporation and affix the same to any instrument requiring 
it.

      (b)  The Assistant Secretary, senior in time of service, in the 
absence or disability of the Secretary, shall perform the duties and 
exercise the powers of the Secretary and shall perform such other duties 
as shall be prescribed by the President or the Board of Directors.

                   TREASURER AND ASSISTANT TREASURERS

      SECTION 34.  The Treasurer and Assistant Treasurers shall perform 
such duties as shall be prescribed by the President or the Board.

                                VACANCIES

      SECTION 35.  If the office of any director or directors becomes 
vacant by reason of the death, resignation, disqualification, removal 
from office, or otherwise, the remaining directors, not less than a 
quorum, shall choose a person or persons to fill the vacancy or 
vacancies who shall hold office until the successor or successors shall 
have been duly appointed or elected.

                          CERTIFICATES OF STOCK

      SECTION 36.  The certificates of stock of the Corporation shall be 
numbered and shall be entered in the books of the Corporation as they 
are issued.

                               FISCAL YEAR

      SECTION 37.  The fiscal year shall begin the first day of January 
in each year.

                      RECORDS AND INSPECTION RIGHTS

      Section 38.  The Corporation shall maintain permanent records of 
the minutes of all meetings of its shareholders and Board of Directors; 
all actions taken by the shareholders or Board of Directors without a 
meeting; and all actions taken by a Committee of the Board of Directors 
on behalf of the Corporation.  The Corporation shall also maintain 
appropriate accounting records.  The Corporation shall keep such records 
at its office in salt Lake City, and at any other location designated by 
the Board of Directors.

      A shareholder of the Corporation, directly or through an agent or 
attorney, shall have the limited rights to inspect and copy the 
Corporation's records as provided under applicable state law and by 
complying with the procedures specified under such law.

                              BANK ACCOUNTS

      SECTION 39.  All checks, demands for money, or other transactions 
involving the Corporation's bank accounts shall be signed by such 
officers or other responsible employees as the Board of Directors may 
designate.  No third party is allowed access to the Corporation's bank 
accounts without express written authorization by the Board of 
Directors.

                               AMENDMENTS

      SECTION 40.  The Corporation's Board of Directors may amend or 
repeat the Corporation's Bylaws unless the Corporation's Articles of 
Incorporation or Utah's Revised Business Corporation Act reserve this 
power exclusively to the shareholders in whole or part; unless the 
shareholders, in adopting, amending, or repealing a particular Bylaw, 
provide expressly that the Board of Directors may not amend or repeal 
that Bylaw; or unless the Bylaw either establishes, amends or deletes a 
supermajority shareholder quorum or voting requirement.  The 
Corporation's shareholders may amend or repeal the Corporation's Bylaws 
even though the Bylaws may also be amended or repealed by the Board of 
Directors.

                 INDEMNIFICATION AND LIABILITY INSURANCE

      SECTION 41. (a)  Voluntary Indemnification.  Unless otherwise 
provided in the Articles of Incorporation, the Corporation shall 
indemnify any individual made a party to a proceeding because he is or 
was a director of the Corporation, against liability incurred in the 
proceeding, but only if the Corporation has authorized the payment in 
accordance with the applicable statutory provisions [Sections 16-10a-902 
and 16-10a-904 of Utah's Revised Business Corporation Act] and a 
determination has been made in accordance with the procedures set forth 
in such provision that the director conducted himself in good faith; 
that he reasonably believed that his conduct, if in his official 
capacity with the Corporation, was in its best interests and that his 
conduct, in all other cases, was at least not opposed to the 
Corporation's best interests; and that he had no reasonable cause to 
believe his conduct was unlawful in the case of any criminal proceeding.

      (b)  The Corporation may not voluntarily indemnify a director in 
connection with a proceeding by or in the right of the Corporation in 
which the director was adjudged liable to the Corporation or in 
connection with any other proceeding charging improper personal benefit 
to him, whether or not involving action in his official capacity, in 
which he was adjudged liable on the basis that personal benefit was 
improperly received by him.

      (c)  Indemnification permitted under Paragraph (a) in connection 
with a proceeding by or in the right of the Corporation is limited to 
reasonable expenses incurred in connection with the proceeding.

      (d)  If a determination is made, using the procedures set forth in 
the applicable statutory provision, that the director has satisfied the 
requirements listed herein and if an authorization of payment is made, 
using the procedures and standards set forth in the applicable statutory 
provision, then, unless otherwise provided in the Corporation's Articles 
of Incorporation, the Corporation shall pay for or reimburse the 
reasonable expenses incurred by a director who is a party to a 
proceeding in advance of the final disposition of the proceeding if the 
director furnishes the Corporation a written affirmation of his good 
faith belief that he has satisfied the standard of conduct described in 
this Section, furnishes the Corporation a written undertaking, executed 
personally or on his behalf, to repay the advance if it is ultimately 
determined that he did not meet the standard of conduct (which 
undertaking must be an unlimited general obligation of the director, but 
need not be secured and may be accepted without reference to financial 
ability to make repayment); and if a determination is made that the 
facts then known of those making the determination would not preclude 
indemnification under this Section.

      (e)  Mandatory Indemnification.  Unless otherwise provided in the 
Corporation's Articles of Incorporation, the Corporation shall indemnify 
a director or officer of the Corporation who was wholly successful, on 
the merits or otherwise, in the defense of any proceeding to which he 
was a party because he is or was a director or officer of the 
Corporation against reasonable expenses incurred by him in connection 
with the proceeding.

      (f)  Court-Ordered Indemnification.  Unless otherwise provided in 
the Corporation's Articles of Incorporation, a director or officer of 
the Corporation who is or was a party to a proceeding may apply for 
indemnification to the court conducting the proceeding or to another 
court of competent jurisdiction.  The court may order indemnification if 
it determines that the director or officer is entitled to mandatory 
indemnification as provided in this Section and applicable law, in which 
case the court shall also order the Corporation to pay the reasonable 
expenses incurred by the director or officer to obtain court-ordered 
indemnification.  The court may also order indemnification if it 
determines that the director or officer is fairly and reasonably 
entitled to indemnification in view of all the relevant circumstances, 
whether or not the director or officer met the applicable standard of 
conduct set forth in this Section and applicable law.  Any 
indemnification with respect to any proceeding in which liability has 
been adjudged in the circumstances described in Paragraph (b) above is 
limited to reasonable expenses. 

      (g)  Indemnification of Others.  Unless otherwise provided in the 
Corporation's Articles of Incorporation, an officer, employee, or agent 
of the Corporation shall have the same indemnification rights provided 
to a director by this Section.   The Board of Directors may also 
indemnify and advance expenses to any officer, employee, or agent of the 
Corporation, to any extent consistent with public policy as determined 
by the general or specific purpose of the Board of Directors.

      (h)  Insurance.  The Corporation may purchase and maintain 
liability insurance on behalf of a person who is or was a director, 
officer, employee, fiduciary, or agent or the Corporation, or who, while 
serving as a director, officer, employee, fiduciary, or agent of the 
Corporation, is or was serving at the request of the Corporation as a 
director, officer, partner, trustee, employee, fiduciary or agent of 
another foreign or domestic corporation, other person, of an employee 
benefit plan, or incurred by him in that capacity or arising from his 
status as a director, officer, employee, fiduciary, or agent, whether or 
not the Corporation has the power to indemnify him against the same 
liability under applicable law.

                         LIMITATION ON LIABILITY

      SECTION 41.  No director of the Corporation shall be personally 
liable to the Corporation or its stockholders for monetary damages for 
any action taken or any failure to take any action, as a director, 
except liability for (a) the amount of a financial benefit received by a 
director to which he is not entitled; (b) an intentional infliction of 
harm on the Corporation or the shareholders; (c) any action that would 
result in liability of the director under the applicable statutory 
provision concerning unlawful distributions [Section 16-10-842 of Utah's 
Revised Business Corporation Act]; or (d) an intentional violation of 
criminal law.  This provision shall not limit the liability of a 
director for any act or omission occurring prior to August 11, 1992.  
Any repeal or modification of this provision by the stockholders shall 
be prospective only and shall not adversely affect any limitation on the 
personal liability of a director of the Corporation for acts or 
omissions occurring prior to the effective date of such repeal or 
modification.