UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

[  ]

Soliciting Material Pursuant to Rule 14a-12

QUESTAR CORPORATION
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)

________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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[  ]

Fee paid previously with preliminary materials.

[  ]

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
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QUESTAR CORPORATION
180 East 100 South
P. O. Box 45433
Salt Lake City, Utah 84145-0433

______________________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 20, 2003

_______________________________________

          The Annual Meeting of Stockholders of Questar Corporation, a Utah corporation (the "Company"), will be held at the Marriott Oklahoma City Hotel, 3233 Northwest Expressway, Oklahoma City, Oklahoma 73112, on Tuesday, May 20, 2003, at 10:00 a.m., local time. The purpose of the meeting is to:

          1.   Elect four directors;
          2.   Act on any other matters that may come before the meeting.

          Only holders of common stock at the close of business on March 24, 2003, may vote at the Annual Meeting or any adjournment of it. If you have your shares registered in the name of a brokerage firm or trustee and plan to attend the meeting, please obtain a letter, account statement, or other evidence of your beneficial ownership of shares to facilitate your admittance to the meeting.

By Order of the
Board of Directors

/s/ Connie C. Holbrook

Connie C. Holbrook
Senior Vice President,
General Counsel, and Secretary

Salt Lake City, Utah
April 7, 2003

          It is important that as many shares as possible be represented at the Annual Meeting. Please date, sign, and promptly return your white proxy card in the enclosed envelope (which requires no postage if mailed within the United States). Your proxy may be revoked by you at any time before it is voted.

          The Board of Directors of Questar Corporation is soliciting proxies from its stockholders to be used at the Annual Meeting on Tuesday, May 20, 2003. This proxy statement contains information related to the Annual Meeting. At the Annual Meeting, holders of common stock will elect four directors of the Company for three-year terms that expire in May of 2006. Information concerning the Annual Meeting and solicitation of proxies for it is presented in a question and answer format.

A:  You can cast your votes to elect four nominees to serve new three-year terms. The nominees for new three-year terms are four incumbent directors: W. Whitley Hawkins, Robert E. Kadlec, Keith O. Rattie, and Harris H. Simmons.

A:  Stockholders who owned shares as of the close of business on March 24, 2003. Each holder is entitled to one vote for each share held on such date.

A:  Sign and date each proxy card you receive and return it in the enclosed prepaid envelope. If you return your signed proxy card, but do not indicate how you want to vote, your shares will be voted for the named nominees. You have the right to revoke your proxy by notifying the Company's Corporate Secretary prior to the meeting, by returning a later dated proxy, or by voting in person at the Annual Meeting.

    If you own shares through a broker or other nominee, you must return your proxy card to the broker. Your votes cannot be counted if you send the proxy directly to the Company.

A:  It means that you hold shares registered in more than one account. Sign and return all proxies to make sure that all your votes are counted, but consider consolidating your accounts to minimize the administrative cost of sending materials to you.

A:  Questar's Board of Directors.

A:  The Company is paying for the solicitation of proxies and will reimburse banks, brokers, and other custodians for reasonable charges to forward proxy materials to beneficial holders.

A:  On March 24, 2003, the Company had 82,450,260 shares of common stock. A majority of the shares, or 41,225,131 shares, constitutes a quorum. Once a quorum is present, the nominees will be elected upon receiving a plurality of the shares represented at the meeting. The Company's Bylaws provide that votes "withheld" from nominees will not be counted for purposes of determining whether a nominee receives a plurality of votes. Shares registered in the names of brokers for which proxies are voted for some but not all matters will be considered as voted only as to those matters actually voted. Abstentions, broker nonvotes, and instructions to withhold authority to vote for one or more of the nominees will result in such nominees receiving fewer votes. Such action, however, will not reduce the number of votes otherwise received by the nominee.

A:  Any stockholder of record as of March 24, 2003, can attend. If you own shares through a nominee or trustee, please obtain a letter, account statement, or other evidence of your ownership of shares as of such date.

A:  Questar's Bylaws limit the matters presented at an Annual Meeting to those in the notice, those properly presented by the Board of Directors and those presented by stockholders so long as the stockholder gives the Corporate Secretary written notice of the matter at least 90 days but not more than 120 days before the meeting. We do not expect any other matter to come before the meeting. If any other matter is presented at the Annual Meeting, your signed proxy gives the named proxies authority to vote your shares. (See "Other Matters" on page 19 for a detailed discussion of the Company's Bylaw requirements.)

A:  To be considered for presentation at the Company's Annual Meeting scheduled for May of 2004 and included in the proxy statement, a stockholder proposal must be received at the Company's office no later than December 8, 2003.

          The Company's Restated Articles of Incorporation provide for a board of 13 directors, divided into three classes, approximately equal in number, elected to serve three-year terms.

         The Board of Directors has selected W. Whitley Hawkins, Robert E. Kadlec, Keith O. Rattie, and Harris H. Simmons as the nominees for election to three-year terms that expire in May of 2006. Unless you give other instructions for your shares, the proxies will be voted for the nominees.

          All of the nominees have advised the Company that they are willing to serve as directors. However, in the event that any nominee is unwilling or unable to serve as a director, the proxies named in the enclosed proxy may vote, in their discretion, for any other person.

          Biographical information concerning the nominees and the current directors of the Company whose terms will continue after the Annual Meeting appear below. Unless otherwise indicated, the nominees have been engaged in the same principal occupation for the past five years. Ages are correct as of the date of the Proxy Statement.

          Mr. W. Whitley Hawkins owns HBI, Inc., which manufactures chemical coating products. He retired as President and Chief Operating Officer of Delta Air Lines in March of 1993. Mr. Hawkins, age 71, has served as a director of the Company since 1991 and also serves on the Advisory Council of SunTrust Bank and on the Advisory Board of the International Airline Passengers Association.

          Mr. Robert E. Kadlec has a venture capital firm, Bentley Capital Corp. He is age 69, and has been a director of the Company since 1987. He is a director of British Pacific Properties Ltd., International Forest Products Ltd., Eaton Power Corporation, and Consolidated First Fund Capital Corp. and serves on the Boards of Trustees for the Vancouver International Airport Authority and the Vancouver Police Foundation.

          Mr. Keith O. Rattie was appointed to serve as a director of the Company effective February 1, 2001, concurrently with his appointment as the Company's President and Chief Operating Officer. He was named to the position of Chief Executive Officer effective May 1, 2002. Prior to his appointment, Mr. Rattie, age 49, served as Senior Vice President of The Coastal Corporation from 1997 to January 30, 2001. He also serves as a director of Zions First National Bank, Interstate Natural Gas Association of America and Gas Technology Institute.

          Mr. Harris H. Simmons is the Chairman, President and Chief Executive Officer of Zions Bancorporation and the Chairman of the Board of Zions First National Bank. He is age 48 and has served as a director since 1992. He also serves as a director of O. C. Tanner Company.

          Ms. Teresa Beck, age 48, has served as a director since 1999. She was President of American Stores from 1998 to 1999, and was American Stores' Chief Financial Officer from 1993 to 1998. She is a director of Textron, Inc.; Albertson's Inc.; Lexmark International, Inc.; and a trustee of Intermountain Health Care, The Children's Center, the David Eccles School of Business at the University of Utah, and The Nature Conservancy of Utah.

          Mr. R. D. Cash has served as the Company's Chairman of the Board since May of 1985. He also served as the Company's Chief Executive Officer from May of 1984 to May of 2002 and as the President from May of 1984 to February 1, 2001. Mr. Cash, age 60, has been a director of the Company since 1977 and also serves as a director of Zions Bancorporation, National Fuel Gas Company, Associated Electric and Gas Insurance Services Limited, and Texas Tech Foundation, Inc..

          Mr. Robert E. McKee, III, age 56, was appointed to serve as a director of the Company effective April 1, 2003, to fill a vacancy left by the mid-2002 resignation of Scott S. Parker. Mr. McKee retired on March 31, 2003, after 37 years with ConocoPhillips and Conoco, Inc., including 7 years as Executive Vice President, Exploration (1996-2003). He is a director of the American Petroleum Institute and member of the advisory committee for the University of Texas engineering department.

          Mr. Gary G. Michael, age 62, has been a director since 1994. He served as Chairman and Chief Executive Officer of Albertson's, Inc. from February of 1991 to April of 2001. He is a director of Boise Cascade Corporation, Idacorp Inc., Harrah's Entertainment Inc., and The Clorox Company.

          Mr. Charles B. Stanley, age 44, serves the Company as Executive Vice President. He has served as a director of the Company since November 1, 2002 when he was appointed to fill the remainder of a term left vacant by the retirement of Gary L. Nordloh. Mr. Stanley has responsibility for the Company's Market Resources activities and is the President and Chief Executive Officer of each entity within that group, e.g. Wexpro Company (oil and gas development) and Questar Exploration and Production Company (oil and gas exploration and production).

          Mr. Patrick J. Early, age 70, served as Vice Chairman of Amoco Corporation from July of 1992 until his retirement in April of 1995. He has served as a director of the Company since 1995. He was also a director of Amoco Corporation from 1989 until his retirement.

          Mr. L. Richard Flury, age 55, retired as Chief Executive, Gas and Power for BP plc on December 31, 2001. He had served in this position from January of 1999 to his retirement. Prior to working for BP plc and BP Amoco plc, Mr. Flury held a number of key management positions with Amoco Corp. including Chief Executive for worldwide exploration and production. He was first elected to the Board in May of 2002.

          Mr. James A. Harmon, age 67, served as a director of the Company from 1976 to 1997, when he resigned to serve as Chairman and President of the Export-Import Bank of the United States. He was reappointed to serve as a director in June of 2001after his term with the Export-Import Bank ended. He currently has an investment banking firm, Harmon & Co. LLC. Mr. Harmon served as Chairman and Chief Executive Officer of Wertheim Schroder & Co. from 1986 through December 31, 1995, and as Senior Chairman until June of 1997.

          Mr. D. N. Rose serves the Company as Executive Vice President. He has responsibility for the Company's Regulated Services and is the President and Chief Executive Officer of each corporate entity within that group, e.g., Questar Gas Company (retail natural gas distribution) and Questar Pipeline Company (interstate transmission of natural gas). He has served as a director of the Company since 1984. Mr. Rose, age 58, is also a trustee of Westminster College. Mr. Rose has announced his resignation as an executive officer and director of the Company effective April 30, 2003. As of this date, the Nominating Committee has not recommended the appointment or election of an individual to replace Mr. Rose.

Board Committees

          The following section contains information about Board Committees:

Name of Director

Finance/Audit

Management Performance

Nominating

Executive

T. Beck

X

X

X

R. D. Cash

X

P. J. Early

 X¹

X

X

L. R. Flury

X

J. A. Harmon

X

X

W. W. Hawkins

X

 X¹

X

R. E. Kadlec

X

X

 X¹

R. E. McKee III

G. G. Michael

 X¹

X

X

K. O. Rattie

X

D. N. Rose

H. H. Simmons

X

X

X

C. B. Stanley

Meetings held in 2002

5

2

2

1

_____________

          Finance and Audit:  Reviews auditing, accounting, financial reporting, and internal control functions; appoints the Company's outside auditors; monitors financing requirements, dividend policy, and investment relations activities; oversees compliance activities. The Company's common stock is listed on the New York Stock Exchange (NYSE) and is governed by its listing standards. The Committee has adopted a charter, officially referred to as a "Statement of Responsibilities," which has been updated to reflect the requirements of the Sarbanes-Oxley Act of 2002 and the NYSE's new listing standards. The Company's Board has determined that all members of the Committee meet the independence standards of Section 303.01(B)(2)(a) and (3) of the Rules of the NYSE. The Committee's report is located on page 18.

          Management  Performance: Reviews the performance of top management, particularly Mr. Rattie, salary and compensation arrangements paid to the Company's officers; administers the Long-term Stock Incentive Plan; and makes recommendations about participants, performance objectives and awards under the Annual Management Incentive Plans adopted by the Company and its major operating subsidiaries. All members are independent directors. The Committees' report begins at page 16.

          Nominating:  Recommends individuals for nomination to the Board of Directors. Will consider director candidates suggested by shareholders, but hasn't established formal procedure. As of February 11, 2003, all members are independent directors.

          Executive:  Acts on behalf of the Board of Directors and handles special assignments. The Chairman of the Committee (currently Mr. Kadlec) must be an independent director and functions as the Company's lead director.

          The Company's Board of Directors held four regular meetings during 2002; Board Committees held a total of 10 meetings. All directors attended at least 75 percent of the meetings. The Company's directors had an overall attendance percentage of 95.4 percent.

          The Company's nonemployee directors receive the following compensation for their service as directors:

Annual Retainer:

$18,000 (monthly installments of $1,500)

Board Meeting Fee:

$1,100

Committee Meeting Fee:

$900 ($1,100 for Chairman)

Telephone Attendance:

$800 (Board Meetings)
$600 (Committee Meetings)
$800 (Chairmen)

The retainers and meeting fees were increased effective January 1, 2003. Prior to that date, directors received an annual retainer of $15,600, Board meeting fees of $1,000, and Committee meeting fees of $800 ($1,000 for Chairman). Directors also receive annual retainer fees of $4,800 (monthly installments of $400) and meeting fees of $700 (increased from $600 as of January 1, 2003) for service as directors of the Company's primary subsidiaries.

          Outside directors can defer the receipt of their fees and have such deferred fees credited with interest as if invested in long-term certificates of deposit or be accounted for with "phantom shares" of the Company's common stock.

          Directors also receive annual grants of nonqualified stock options at the first regular meeting of the Board of Directors. On February 11, 2003, eligible directors, with the exception of Messrs. Early, Hawkins, Kadlec, and Michael, each received a stock option to purchase 7,000 shares. The named directors received the following options:

      R. D. Kadlec

Chairman of the Executive Committee

   10,000

      G. G. Michael

Chairman of the Finance and Audit Committee

   10,000

      P. J. Early

Chairman of the Management Performance Committee

    9,000

      W. W. Hawkins

Chairman of the Nominating Committee

    9,000

          Outside directors can elect to receive their fees in shares of stock. The plan for providing payment of fees in stock has been approved by the Company's shareholders.

          The Company has entered into individual indemnification agreements with all directors, including Messrs. Cash, Rattie, Rose and Stanley, indemnifying them as directors. The form of these agreements has been approved by the Company's stockholders.

          In May of 1992, the Board of Directors adopted a retirement policy that permits an outside director to continue serving in such position until the annual meeting following his 72nd birthday if still actively engaged in business, financial, and community affairs. With the exception of the Company's Chief Executive Officer, any inside director is expected to resign as a director on or before the date of his retirement as an employee.

          There are no relationships or related transactions between the Company and any of its directors that are required to be disclosed pursuant to federal securities laws. The information presented below is provided at the request of the individual directors.

          Ms. Beck serves as a member of the Board of Trustees of Intermountain Health Care, Inc. (IHC), a nonprofit corporation that provides health care services in the Company's areas of operation. In 2002, the Company offered a self-insured option through IHC to employees under the Company's health plan. In 2002, the Company and its subsidiaries paid IHC a total sum of $870,993 in administrative fees. The terms of the relationship between IHC and the Company are available to other large employer groups

          Mr. Simmons is the Chairman of the Board of Zions First National Bank. The Company has a line of credit through Zions, which is priced comparably with other bank credit arrangements. Some Company subsidiaries have accounts with Zions; these accounts have commercial terms available to other clients.

          The following table lists the shares of stock beneficially owned by each of the directors, each nominee, and each executive officer named on page 10 and all directors and executive officers as a group as of March 1, 2003 (unless otherwise noted). Except as noted, each person has sole voting and investment power over the shares shown in the table.

Amount and Nature of
Common Stock Beneficially Owned

Number of
Shares Owned

Right to Acquire¹

Percent of Class²

Phantom Stock Units³

Teresa Beck

         614

      19,200

       *

     4,744

R. D. Cash^4,5,6

     354,235

      878,221

    1.48

    69,850

P. J. Early

      14,000

       33,600

       *

    12,335

L. Richard Flury

        2,000

            0

       *

         0

J. A. Harmon

       80,528

        6,400

     .11

     2,380

W. Whitley Hawkins

       16,565

       50,000

       *

     3,716

Robert E. Kadlec⁸

       23,680

       62,800

     .11

         0

Robert E. McKee III

            0

            0

       0

         0

Gary G. Michael

        8,000

       16,000

       *

    13,148

Gary L. Nordloh^5,9

       32,412

      202,750

     .29

         0

S. E. Parks^5,6,7

       98,097

      152,449

     .30

     2,855

K. O. Rattie^5,6,7

       68,256

      135,000

     .25

     5,198

D. N. Rose^5,7

      115,878

      111,086

     .28

    14,578

Harris H. Simmons

        8,800

       60,000

       *

    17,674

Charles B. Stanley^5,7

       35,155

       43,750

       *

       538

All directors and executive officers (21 individuals including those listed above)

    1,163,184

    2,079,874

    3.84

   169,812

____________

          The following table sets forth information, as of December 31, 2002, with respect to each person known by the Company to beneficially own at least five percent of its common stock.

Name and Address of Beneficial Owner

Shares and Nature of Beneficial Ownership

Percent of Class

Capital Research and Management Company
333 South Hope Street
Los Angeles, California 90071

7,725,000
Investment Advisor¹

9.5

____________

Summary Compensation Table

Annual Compensation

Long Term Compensation

All Other

Name and Principal Position

Year

Base Salary
($)

Bonus
($)¹

Restricted
Stock Awards ($)²

Options
($)³

Compensation

($)⁴

Keith O. Rattie^4,5

2002

  442,917

  140,178

      69,022

140,000

    48,028

President and Chief Executive Officer

2001

  366,667

  190,426

     666,234

200,000

   115,319

R. D. Cash^5,6

2002

  200,000

  117,233

             0

200,000

     88,126

Chairman of the Board

2001

  583,333

  452,317

      147,317

180,000

     42,948

2000

  500,000

  263,218

      263,182

198,440

     27,494

D. N. Rose

2002

  327,667

  131,375

       64,684

 82,000

     23,968

President and Chief Executive Officer

2001

  313,983

  126,462

       59,808

 77,000

     20,916

Questar Regulated Services

2000

  303,900

   91,803

       91,761

115,500

     16,358

G. L. Nordloh^5,6

2002

  287,917

   92,878

             0

 82,000

     29,024

President and Chief Executive Officer

2001

  331,000

  156,521

       86,866

 77,000

     65,350

Market Resources Companies

2000

  318,000

  109,814

      108,679

115,500

     19,139

Charles B. Stanley

2002

  255,417

   61,723

     502,514

175,000

     84,101

President and Chief Executive Officer

Market Resources Companies

S. E. Parks

2002

  227,083

   51,352

       25,267

 45,000

     20,194

Senior Vice President, Treasurer

2001

  210,167

   71,442

       35,182

 40,000

     17,256

and Chief Financial Officer

2000

  196,667

   53,713

       53,667

 52,500

     10,261

____________

Name

Employee Investment Plan Contributions ($)

Deferred Plans
Contributions ($)

Unused Vacation
($)

Taxable Moving Expenses Inputed Interest/Tax Gross Up

Mr. Rattie

         9,000

     30,179

       8,848

                  0

Mr. Cash

         8,800

     44,320

      34,806

                  0

Mr. Rose

         9,000

     14,968

           0

                  0

Mr. Stanley

         8,800

      1,769

           0

             73,532

Mr. Nordloh

         8,800

     22,015

           0

                123

Mr. Parks

         9,000

      6,771

       4,423

                  0

          The following table lists information concerning the stock options that were granted to the Company's named executive officers during 2002 under the Company's Long-term Stock Incentive Plan. Mr. Stanley was granted a special option to purchase 100,000 shares of stock on his appointment. No stock appreciation rights (SARs) were granted during 2002; none have been granted under the Plan.

Option/Grants in Last Fiscal Year

Name

Options Granted (#)¹

% of Total Options Granted to Employees in Last Fiscal Year

Exercise or Base Price ($/Share)

Expiration Date

Grant Date Value ($)²

R. D. Cash

   200,000

        15.4

     22.95

  4/30/2009³

  1,316,000

K. O. Rattie

   140,000

        10.8

     22.95

  2/11/2012

    921,200

D. N. Rose

    82,000

         6.3

     22.95

  2/11/2012

    539,560

C. B. Stanley

   100,000
    75,000

         7.7
         5.8

     23.95
     22.95

  1/31/2012
  2/11/2012

    658,000
    493,500

G. L. Nordloh

    82,000

         6.3

     22.95

 10/31/2009³

    539,560

S. E. Parks

    45,000

         3.5

     22.95

  2/11/2012

    296,100

__________

          The following table lists information concerning the stock options that were exercised by the named executive officers during 2002 and the total options and their value held by each at year-end 2002.

Option Exercises in Last Fiscal Year and Fiscal Year-end Option Values

Shares Acquired or Exercised¹
(#)

Value Realized
($)

Number of Unexercised Options at Year-End
(#)

Value of Unexercised, In-the-Money Options At Year-End
($)¹

Name

Exercisable

Unexercisable

Exercisable

Unexercisable

R. D. Cash

    39,518

    435,652

    893,056

          0

  6,269,112

         0

K. O. Rattie

         0

           0

    135,000

   205,000

    190,450

  531,350

D. N. Rose

    80,838

  1,011,148

    174,912

   128,875

  1,140,327

  669,683

C. B. Stanley

         0

           0

     43,750

   131,250

    188,063

  564,188

G. L. Nordloh

    47,500

    465,775

    222,750

          0

  1,114,615

         0

S. E. Parks

    10,000

    132,200

    152,449

    66,875

  1,246.529

   32,625

____________

          The Company maintains a noncontributory retirement plan that is funded actuarially and does not involve specific contributions for any one individual. The following table lists the estimated annual benefits payable on a straight line annuity basis under the Company's Retirement Plan as of December 31, 2002, and, if necessary, the Company's Supplemental Executive Retirement Plan (SERP). The benefits shown are based on earnings and years of service for an employee reaching normal retirement age of 65 in 2002, do not include Social Security benefits, and reflect a 50 percent surviving spouse benefit. Benefits under the Retirement Plan are not reduced or offset by Social Security benefits, although participants who retire prior to age 62 do receive a temporary supplement until reaching age 62.

Pension Plan Table

Highest Consecutive Three-Year Average Annual Compensation

Years of Service

15

20

25

30

35

      $250,000

      67,700

      90,267

   112,833

    119,083

    125,333

       300,000

      81,950

     109,267

   136,583

    144,083

    151,583

       350,000

      96,200

     128,267

   160,333

    169,083

    177,833

       400,000

     110,450

     147,267

   184,083

    194,083

    204,083

       450,000

     124,700

     166,267

   207,833

    219,083

    230,333

       500,000

     138,950

     185,267

   231,583

    244,083

    256,583

       550,000

     153,200

     204,267

   255,333

    269,083

    282,833

       600,000

     167,450

     223,267

   279,083

    294,083

    309,083

       650,000

     181,700

     242,267

   303,833

    319,083

    335,333

       700,000

     195,950

     261,267

   326,583

    344,083

    361,583

          The Company's Retirement Plan has a "step rate/excess" benefit formula. The formula provides for a basic benefit that is calculated by multiplying the employee's final average earnings by a specified basic benefit factor and by subsequently multiplying such sum by the employee's years of service (to a maximum of 25). This basic benefit is increased for each year of service in excess of 25 and is reduced for retirement prior to age 62. Employees also receive a permanent supplemental benefit that is calculated by multiplying the difference between the employee's final average earnings and his "covered compensation" by a supplemental factor that varies by age. (The term "covered compensation" refers to the 35-year average Social Security wage base tied to year of an employee's birth.) Employees who retire prior to age 62 also receive a temporary supplement that is tied to years of service until they are eligible to receive Social Security benefits at age 62.

          Federal tax laws impose limits on the amount of a participant's annual compensation that can be used when calculating benefits under qualified plans and on the amount of benefits that can be paid to a participant from such plans. The SERP, a nonqualified plan, was adopted in 1987 to compensate officers who are affected by these limits. It provides retirement benefits equal to the difference between the benefits payable under the qualified Retirement Plan and the benefits that would be payable absent such limits. The SERP also permits participants to make advance elections to receive lump-sum payments. With the exception of Messrs. Rattie and Stanley, all of the officers listed in the table have vested benefits under the SERP; all of the listed officers earn annual compensation in excess of the current cap of $200,000.

          Information concerning compensation, final average earnings, and years of service as of December 31, 2002, for the four active employees is shown below:

Name

2002 Retirement Benefit Compensation

Final Average Earnings

Year of Service

K. O. Rattie

          815,576

        622,629

          2.0

D. N. Rose

          496,780

        421,843

         34.0

C. B. Stanley

          270,642

        270,642

          1.0

S. E. Parks

          325,376

        268,755

         28.4

          Each officer's 2002 compensation for purpose of the Company's retirement plans is different than shown on the table because the former includes cash payments when made, not when earned; the value of restricted stock when distributed, not granted; and includes dividends paid on shares of restricted stock.

          Mr. Cash has a consulting contract that became effective May 1, 2002. In return for an annual fee of $200,000 payable in monthly installments, Mr. Cash furnishes advisory services on such matters as investor relations activities, charitable contributions, and employee benefits. His contract extends through his service as Chairman of the Board.

          The Company entered into a one-year consulting contract with Mr. Nordloh upon his retirement as President and Chief Executive Officer of the Company's Market Resources unit. In return for an annual fee of $120,000 payable in monthly installments, Mr. Nordloh agreed to advise Mr. Stanley on any matters relating to the unit and to refrain from competing with the Company's areas of interest.

          Messrs. Rattie and Stanley each have three-year employment agreements with the Company. Pursuant to the terms of his agreement, which was effective February 1, 2001, Mr. Rattie was given a special option to purchase 100,000 shares, a one-time grant of 21,000 shares of restricted stock, and a relocation allowance of $50,000. Other contractual commitments included consideration for the position of Chief Executive Officer, payment of a specified salary and benefits if terminated within the duration of the contract, and a 30-day period of time following termination within the contract period in which to exercise vested stock options.

          Pursuant to the terms of the Company's agreement with Mr. Stanley, which became effective January 31, 2002, he was given a special option to purchase 100,000 shares, a one-time grant of 21,000 shares of restricted stock, and a cash loan of $140,000 for relocation expenses and forfeiture of bonuses earned with his predecessor employer. Any loan payments are forgiven on an annual basis with Mr. Stanley's service. The Company also agreed to make up the tax impact of imputed interest charged in conjunction with the loan. Other contractual commitments included consideration for the position of Chief Executive Officer of the Market Resources unit and a position on the Board of Directors if named Chief Executive Officer, payment of specified salary and benefits upon termination within the duration of the contract, and a 30-day period of time following termination within the contract period in which to exercise vested stock options.

          The Company has an Executive Severance Compensation Plan that covers the Company's executive officers and all other officers of the Company and its affiliated companies. Under this plan, participants, following a change in control of the Company, are eligible to receive compensation equal to up to two years' salary, cash bonuses, and miscellaneous benefits upon a termination of their employment (as defined in the plan).

          The dollar amounts payable to the Company's executive officers (based on current salaries paid by the Company and its affiliates) in the event of a change in control of the Company are as follows: $1,020,000 to Mr. Rattie: $686,000 to Mr. Rose; $630,000 to Mr. Stanley; and $520,000 to Mr. Parks. The Company's executive officers would also receive cash bonuses, supplemental retirement benefits, and welfare plan benefits. As retired officers, Messrs. Cash and Nordloh do not participate in the Company's Executive Severance Compensation Plan.

          Under the plan, a "change in control" is defined to include any change in control required to be reported under Item 6(e) of Schedule A of Regulation 14A of the Securities Exchange Act of 1934, as amended. A change in control is also deemed to occur once any acquiring person becomes the beneficial owner, directly or indirectly, of securities representing 25 percent or more of the Company's outstanding shares of common stock.

          The following graph compares the cumulative total return of the Company's common stock with the cumulative total returns of a group of diversified natural gas companies published by Value Line, Inc., which is a peer group of six diversified natural gas companies selected by the Company, and the S&P Composite-500 Stock Index. The Company believes performance of the six peer company group to be a better benchmark of performance due to the higher concentration of commodity price exposure, relative size, and business mix of such companies. (The six peer companies are Energen Corporation; Equitable Resources, Inc.; Kinder Morgan, Inc.; National Fuel Gas Company; ONEOK, Inc.; and Southwestern Energy Company.)

1997

1998

1999

2000

2001

2002

Questar

  100.00

      89.85

    72.16

     149.70

    128.21

    146.54

Six Peers

  100.00

      85.85

    82.35

     167.02

    160.92

    143.72

S&P 500

  100.00

     128.58

   155.64

     141.47

    124.66

     97.11

          The graph assumes $100 is invested at the close of trading on December 31, 1997 in the Company's common stock, the equities of peer companies, and the S&P 500 Index. It also assumes all dividends are reinvested. For 2002, the Company had a return of 14.3 compared to a return of -11.0 percent for the Questar peer group, and a return of -22.1 percent for the S&P Index. For the five-year period, the Company had a compound annual return of 7.9 percent compared to returns of 7.4 percent for the Questar peer group and -0.6 percent for the S&P 500 Index.

COMMITTEE REPORT ON EXECUTIVE COMPENSATION

          The Management Performance Committee (Committee) is a Committee of outside directors that is chaired by Patrick J. Early. Our other members include Teresa Beck, James A. Harmon, W. Whitley Hawkins, Robert E. Kadlec, and Gary G. Michael. We review and approve all elements of the total compensation program for officers of the Company and administer the Company's Long-term Stock Incentive Plan. We monitor the Company's executive compensation programs to verify that they are aligned with the Company's business strategies and financial goals. We believe that such programs motivate the Company's officers to acquire and retain appropriate levels of stock ownership and are competitive with programs offered by the Company's peers. We determined that the total compensation earned by the Company's officers in 2002 achieved these objectives and is fair and reasonable.

          Each year, we review the performance of the Company on a consolidated basis and the performance of the Company's major lines of business and compare such performance to specified groups of peer companies.

          We also assess the individual performance of officers, particularly the performance of Keith O. Rattie and the other named executive officers listed in the Summary Compensation Table. We periodically direct outside consultants to perform an in-depth audit and analysis of the total compensation paid to the Company's officers.

          The Company's total compensation program for officers includes base salaries, annual bonuses, and stock options. The total program is designed to attract, motivate, reward and retain the broad-based management talent required to achieve corporate objectives and increase shareholder value. Each of these components of the total program is discussed in greater detail below.

          We review base salaries for the Company's officers on an annual basis. Such salaries are generally pegged at or near the 50^th percentile or market average of survey data. We have historically awarded salary increases to Mr. Rattie and other officers based on an assessment of each officer's comparison with survey data, responsibilities, experience and performance. The salaries earned by the named executive officers during 2002 are listed in the table shown on page 11.

          All Company officers, but particularly the highest paid officers shown in the table, have a significant portion of their total compensation at risk. Annual bonuses are directly linked to key financial and operating objectives for the major business units and for the Company on a consolidated basis. Each year, we review and approve annual specified performance objectives. Performance objectives are both financial (e.g., net income, return on equity, total shareholder return) and efficiency objectives (e.g., customer service rating, safety performance, finding costs, operating and maintenance costs). The performance objectives are set after we review actual results for the prior year and budgeted results for the year in question and are generally higher than actual results for the prior year and expectations for the current year.

          An overall performance factor is multiplied by each officer's target bonus to determine his earned bonus. Each officer's target bonus is a percentage of his base salary in effect at the time the target bonus is approved. We also determine the allocation of each officer's target bonus between business unit results and consolidated results. Two-thirds of each officer's earned bonus is paid in cash; the remainder is paid in shares of restricted stock that vest approximately a year after being granted. Messrs. Nordloh (prior to his retirement) and Stanley also participate in general employee compensation plans adopted for the Market Resources unit.

          Annual grants of stock options are awarded to the Company's officers and key employees as part of their "risk-based" compensation. As a general rule, we use the prior year's grant as the basis for determining each subsequent year's grant for the named executive officers, but we do change the size of grants when participants are promoted to new positions or when surveys indicate that stock options should be adjusted. These grants are awarded pursuant to the terms of an omnibus Long-term Stock Incentive Plan, which allows us broad flexibility to use a wide range of stock-based performance awards.

          Stock options, from our perspective, focus attention on managing the Company from a long-term investor's perspective and encourage officers to have a significant, personal investment in the Company through stock ownership. Stock options awarded to officers and key employees become valuable only as the Company's performance is reflected in increased stock prices. Stock options constitute the Company's only long-term incentive compensation program. Officers are encouraged to retain their stock for long-term investment, rather than sell option shares after purchasing them.

          We have established stock ownership guidelines for officers. (Phantom stock units attributable to an officer's deferred compensation are included.) All of the officers named in the Summary Compensation Table satisfy these guidelines, which constitute a multiple of their base salaries.

          Information concerning the stock options granted to the Company's highest ranking executive officers in 2002 is included in the table labeled "Option/Grants in Last Fiscal Year." The table labeled "Option Exercises" provides information concerning the value realized by the individual members of the group when exercising stock options in 2001 and the year-end value of their remaining stock options.

          We believe that the bonuses paid to the Company's officers for 2002 performance reflect the success achieved by the Company during a difficult and volatile environment. We were particularly pleased that the Company improved its total shareholder return comparison and decreased its debt as an overall percentage of capital, which were two of the consolidated goals. The Company met its minimum net income goal, even as its overall performance was negatively affected by lower than expected prices for natural gas volumes and as it was required to take a first-quarter writedown to reflect the new accounting principle for goodwill.

          We recommended that Mr. Rattie be named to the position of Chief Executive Officer effective May 1, 2002, at a base salary of $460,000, and we recommended his salary be increased to $510,000 effective March 1, 2003. We granted him an option to purchase 150,000 shares in February of 2003 and 30,000 shares of restricted stock that will begin to vest after three years. We also increased his target bonus to 75 percent of his pre-March 1, 2003, base salary or $345,000.

          We determined to change some of the specific performance goals and such weightings for goals but we continued to emphasize a combination of financial and operating goals.

          We support the Company's historic philosophy that officers are not fundamentally different than employees, but are paid more due to the nature of their responsibilities, their experience, and the greater demands on their time. Consequently, we support the Company's traditional practice of limiting the perquisites granted to officers. Company officers do not have first-class travel privileges, cars, country club memberships, supplemental welfare benefit plans, executive dining room service, or personal use of the Company's airplane.

          Federal tax law precludes the Company from deducting compensation paid in excess of $1 million per year to any named executive officer. Performance-based compensation, however, is not subject to this deductibility limit. Awards under the Company's Long-term Stock Incentive Plan qualify for performance-based compensation. Consequently, the Company can continue to take a deduction for any ordinary income recognized by officers when exercising nonqualified stock options. The Company's cash bonus plans do not qualify as performance-based plans.

Management Performance Committee

Patrick J. Early, Chairman
Teresa Beck
James A. Harmon
W. Whitley Hawkins
Robert E. Kadlec
Gary G. Michael

          Ernst & Young L.L.P. ("Ernst & Young"), independent auditors, has audited the accounts of the Company for a number of years, including 2002. Representatives of Ernst & Young are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire, and will be available to respond to questions.

          The following table presents fees for the audit of the Company's annual consolidated financial statements for 2002 and for other services provided by Ernst & Young:

Audit Fees

    $ 406,827

Financial Information Systems
      Design and Implementation

    $        0

All other Fees
      Audit Related Fees
      Other non-Audit Services

    $ 267,003
    $  18,315

Total

    $ 692,145

          Our Committee has reviewed and discussed the Company's audited financial statements for the year ended December 31, 2002. We have also discussed with Ernst & Young, the Company's independent auditing firm, the matters required by Codification of Statements on Auditing Standards No. 61.

          We have also received the written disclosures and the letter from Ernst & Young required by Independence Standards Board Statement No. 1, and we have discussed with representatives of Ernst & Young its independence from the Company. We have considered whether Ernst & Young's provision of services to generate the miscellaneous fees listed above is compatible with maintaining its independence. We have also discussed with the Company's officers and Ernst & Young such other matters and received such assurances from them as we deemed appropriate.

          Based on our review and discussions, we have recommended to the Company's Board of Directors the inclusion of the audited financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

          Our Committee originally adopted a Statement of Responsibilities in May of 1997 and revised it several times in response to the adoption or proposal of new requirements by the Securities and Exchange Commission and the New York Stock Exchange

Finance and Audit Committee

Gary G. Michael, Chairman
Teresa Beck
L. Richard Flury
James A. Harmon
Robert E. Kadlec
Harris H. Simmons

          Questar has recently mailed an annual report for 2002 to shareholders of record. The Company does take advantage of the special "householding" rules recently adopted by the Securities and Exchange Commission to mail single copies of the annual report (not the proxy statement) to multiple security holders sharing an address unless we have received contrary instructions from one or more of the security holders. We will promptly send a separate copy of the annual report to you if you live at a shared address that only received a single copy. Please contact Connie C. Holbrook at 180 East 100 South, Salt Lake City, Utah 84111, or 801-324-5202, if you want to receive a separate copy of the annual report now or in the future or if you want to request that only one copy of the annual report be sent to your address if you are currently receiving multiple copies of it.

          We will also send you without charge a copy of our Annual Report on Form 10-K (excluding exhibits) that was filed with the Securities and Exchange Commission. You can contact the person identified above to make the request.

          Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and regulations promulgated by the Securities and Exchange Commission, the Company's directors, certain officers, and persons that own more than 10 percent of the Company's stock, are required to file reports of ownership and changes in ownership with the Commission and the New York Stock Exchange and to furnish the Company with copies of all such reports they file.

          Based solely on its review of copies of such reports received or written representations for certain reporting persons, the Company believes that all filing requirements were satisfied for 2002.

          Pursuant to the Company's Bylaws, business must be properly brought before an annual meeting in order to be considered by stockholders. The Bylaws specify the procedure for stockholders to follow in order to bring business before an annual meeting. A stockholder who wants to nominate a person for election as a director must deliver a written notice, by certified mail, to the Company's Secretary. Such notice must be received at least 90 days and not more than 120 days prior to the date of the meeting. The notice must set forth (1) the name, address, and stock ownership of the person making the nominations; (2) the name, age, business address, residential address, and principal occupation or employment of each nominee; (3) the number of shares of the Company's stock owned by each nominee; (4) a description of all arrangements and understandings between the stockholder and nominee pursuant to which the nomination is made; and (5) such other information concerning the nominee as would be required, under the rules of the Securities and Exchange Commission, in a proxy statement soliciting proxies for the election of the nominee. The notice must also include the signed consent of the nominee to serve as a director if elected.

          The Company's Bylaws also require that any stockholder who is entitled to vote at the annual meeting and who wants to submit a proposal at such meeting without having it considered through the proxy materials, must deliver a written notice of the proposal, by certified mail, to the Company's Secretary. Such notice must be received at least 90 days and not more than 120 days prior to the date of such meeting. The notice must set forth (1) a brief description of the proposal; (2) the stockholder's name, address, and stock ownership; and (3) any material interest of the stockholder in the proposal.

          If the written notice is not received by the date specified in the Bylaws, the named proxies will have discretionary voting to deal with the nomination or proposal. A copy of the Company Bylaws specifying the requirements will be furnished to any stockholder upon written request to the Secretary.

By order of the
Board of Directors

/s/ Connie C. Holbrook

Connie C. Holbrook
Senior Vice President,
General Counsel and Secretary