ARTICLES OF AMENDMENT TO THE
                RESTATED ARTICLES OF INCORPORATION
                      OF QUESTAR CORPORATION
 
     Pursuant to the provisions of the Utah Business Corporation Act, 
the Undersigned Corporation adopts the following Articles of 
Incorporation to its Restated Articles of Incorporation:
 
     FIRST:    The name of the Corporation is Questar Corporation.
 
     SECOND:   The following amendment to the Restated Articles of 
Incorporation was adopted by the shareholders of the Corporation on 
May 19, 1998, in the manner presented by the Utah Business Corporation 
Act:
 
     The first sentence of Article IV was amended to read as follows:
 
     The aggregate number of shares that the Corporation shall have 
authority to issue is Three Hundred Sixty Million (360,000,000) of 
which Three Hundred Fifty Million (350,000,000) shares shall be common 
stock without par value (hereinafter called "Common Stock"), Five 
Million (5,000,000) shares shall be Class A Preferred Stock without 
par value (hereinafter called "Class A Preferred Stock"); and Five 
Million (5,000,000) shares shall be Class B Preferred Stock without 
par value (hereinafter called "Class B Preferred Stock").
 
     THIRD:    The number of shares of the Corporation outstanding as 
of the record date for the annual meeting of shareholders at which 
time the shareholders voted on the amendment was 41,122,825 and the 
number of shares entitled to vote was 41,122,825.
 
     FOURTH:   The designated number of outstanding shares of each 
class entitled to vote on the amendment as a class was 41,122,825 
shares of common stock without par value.  The Corporation has no 
other stock outstanding.
 
     FIFTH:    The number of shares voting in favor of the amendment 
to Article IV was 27,521,912, or approximately 67 percent of the 
outstanding shares of the Corporation's common stock.  A total of 
8,294,903 shares were voted against the amendment to Article IV.
 
     SIXTH:    The amendment does not provide for an exchange, 
reclassification or cancellation of issued shares.  All of the 
Company's outstanding shares of common stock, without par value, shall 
be converted into the same number of shares of common stock without 
par value.
 
     SEVENTH:  The amendment does not provide for a change in the 
amount of stated capital.
 
     IN WITNESS WHEREOF, the undersigned president and Secretary of 
the Corporation have set their hands this 19th day of May, 1998.
 
Attest:                                 QUESTAR CORPORATION
 
/s/Connie C. Holbrook                   By /s/R. D. Cash                       
   Connie C. Holbrook                   R. D. Cash
   Secretary                            Chairman, President, and
                                        Chief Executive officer
 
ACKNOWLEDGMENT
 
State of Utah       )
                    : ss.
County of Salt Lake )
 
     I, Lucille L. Curtis, a notary public, do hereby certify that on 
May 19, 1998, personally appeared before me R. D. Cash personally know 
to me to be the Chairman, President and Chief Executive Officer of 
Questar Corporation, and that the statements contained therein are 
true.
 
                                   /s/ Lucille L. Curtis           
                                   Notary Public
My Commission Expires:             Residing at Salt Lake City, Utah
   August 27, 1999
 
 
                RESTATED ARTICLES OF INCORPORATION
                                OF
                        QUESTAR CORPORATION
 
          In accordance with the provisions of the Utah Business 
Corporation Act and pursuant to a resolution duly adopted by its Board 
of Directors, Questar Corporation hereby adopts the following Restated 
Articles of Incorporation.  
 
                             ARTICLE I
 
          The name of said Corporation shall be Questar Corporation.  
 
                            ARTICLE II
 
          The time of said Corporation's duration and the period for 
which it shall exist shall be perpetual.  
 
                            ARTICLE III
 
          The pursuit of business agreed upon and for which said 
Corporation is formed is:  
 
          1.  To engage in any business involving energy and energy 
related matters, including the production, purchase, sale, storage, 
transportation, distribution and marketing of oil, gas, petroleum 
chemicals, petrochemicals, hydrocarbons, coal, ores, metals and other 
minerals and mineral solutions and any and all other natural resources 
and the derivatives, products and by-products thereof, and, in such 
connection, to search, prospect and explore for oil, gas, petroleum, 
coal, ores, metals, minerals and any and all other natural resources 
and to produce, manufacture, reduce, refine, prepare, distill and 
otherwise deal in and with the same and their derivatives, products 
and by-products; to lay down, construct, maintain and operate 
pipelines, tubes, tanks, pump stations, compressor stations, gas 
purification and dehydration plants, gasoline plants, connections, 
fixtures, storage houses and reservoirs and such machinery, apparatus, 
devices and arrangements as may be necessary to operate the same; to 
own, hold, use and occupy such lands, rights of way, easements, 
franchises, buildings, plants and structures as may be necessary to 
accomplish the objects or purposes aforesaid; and in general to engage 
in such other activity as may in any way relate to or be used or 
useful in connection with any one or more of the foregoing businesses.  
 
          2.  To purchase or otherwise acquire or assume, through 
subsidiary corporations or otherwise, as a holding company, the 
properties, real, personal and mixed, rights, privileges, primary and 
secondary franchises, licenses and certificates of convenience and 
necessity of any corporation.  
 
          3.  To engage in any lawful act or activity for which 
corporations may be organized under the laws of the State of Utah.  
 
                            ARTICLE IV
 
          The aggregate number of shares which the Corporation shall 
have authority to issue is One Hundred Eighty-Five Million 
(185,000,000) shares of which One Hundred Seventy-Five Million 
(175,000,000) shares shall be common stock without par value 
(hereinafter called "Common Stock"); Five Million (5,000,000) shares 
shall be Class A Preferred Stock without par value (hereinafter called 
"Class A Preferred Stock"); and Five Million (5,000,000) shares shall 
be Class B Preferred Stock without par value (hereinafter called 
"Class B Preferred Stock").  The Company shall not issue any shares of 
Class A Preferred Stock or Class B Preferred Stock, if, after giving 
effect to such issue and the redemption or retirement of any shares of 
Class A Preferred Stock or Class B Preferred Stock being redeemed or 
retired concurrently therewith, the aggregate of the amounts payable 
upon all outstanding shares of Class A Preferred Stock and Class B 
Preferred Stock in the event of involuntary liquidation, exclusive of 
accrued dividends, shall exceed One Hundred Million Dollars 
($100,000,000.00).  
 
          The following is a statement of the voting powers and of the 
designations, preferences, limitations, and relative rights of the 
Class A Preferred Stock and Class B Preferred Stock and of the 
qualifications, limitations and restrictions thereof, except to the 
extent to be fixed by the Board of Directors as hereinafter provided.  
 
          1.  Class A Preferred Stock.  Shares of Class A Preferred 
Stock may be issued from time to time in one or more series as may 
from time to time be determined by the Board of Directors, each of 
said series to be distinctly designated.  All shares of any one series 
of Class A Preferred Stock shall be alike in every particular.  All 
shares of Class A Preferred Stock shall be identical except as to the 
following rights and preferences, as to which there may be variations 
between different series:  the rate of dividend, whether shares may be 
redeemed and, if so, the redemption price and terms and conditions of 
redemption, the amount payable upon shares in the event of voluntary 
and involuntary liquidation, sinking fund provisions, if any, for 
redemption or purchase of shares and the terms and conditions, if any, 
on which shares may be converted.  So far as is not inconsistent with 
these Articles of Incorporation and to the full extent now or 
hereafter permitted by the laws of Utah, there is hereby expressly 
vested in the Board of Directors of this Corporation the authority to 
issue one or more series of Class A Preferred Stock and to fix in the 
resolution or resolutions providing for the issue of such stock 
adopted by the Board of Directors of this Corporation the designation 
of such series, the relative rights and preferences thereof, and the 
qualifications, limitations or restrictions of such series, including, 
but without limiting the generality of the foregoing, the following:
 
               (a)  The distinctive designation of, and the number of 
     shares of Class A Preferred Stock which shall constitute, such 
     series;
 
               (b)  The rate and time at which, and the terms and 
     conditions upon which, dividends, if any, on Class A Preferred 
     Stock of such series shall be paid, the extent of the preference 
     or relation, if any, of such dividends to the dividends payable 
     on any other class or classes, and whether such dividends shall 
     be cumulative or non-cumulative;
 
               (c)  The right, if any, of the holders of Class A 
     Preferred Stock of such series to convert the same into, or 
     exchange the same for, shares of any other class or classes or of 
     any series of the same or any other class or classes of stock of 
     the Corporation and the terms and conditions of such conversion 
     or exchange;
 
               (d)  Whether or not Class A Preferred Stock of such 
     series shall be subject to redemption, and the redemption price 
     or prices and the time or times at which, and the terms and 
     conditions upon which, Class A Preferred Stock of such series may 
     be redeemed;
 
               (e)  The rights, if any, of the holders of Class A 
     Preferred Stock of such series upon the voluntary or involuntary 
     liquidation of the Corporation;
 
               (f)  The terms of the sinking fund or redemption or 
     purchase account, if any, to be provided for the Class A 
     Preferred Stock of such series; and
 
               (g)  The voting powers, if any, of the holders of such 
     series of Class A Preferred Stock which may, without limiting the 
     generality of the foregoing, include the right, voting as a 
     series by itself or together with other series of Class A 
     Preferred Stock or all series of Class A Preferred Stock as a 
     class, to elect one or more directors of the Corporation if there 
     shall have been a default in the payment of dividends on any one 
     or more series of Class A Preferred Stock or under such other 
     circumstances and on such conditions as the Board of Directors 
     may determine.  
 
          2.  Class B Preferred Stock.  Shares of Class B Preferred 
Stock may be issued from time to time in one or more series as may 
from time to time be determined by the Board of Directors, each of 
said series to be distinctly designated.  All shares of any one series 
of Class B Preferred Stock shall be alike in every particular.  All 
shares of Class B Preferred Stock shall be identical except as to the 
following rights and preferences, as to which there may be variations 
between different series:  the rate of dividend, whether shares may be 
redeemed and, if so, the redemption price and terms and conditions of 
redemption, the amount payable upon shares in the event of voluntary 
and involuntary liquidation, sinking fund provisions, if any, for 
redemption or purchase of shares and the terms and conditions, if any, 
on which shares may be converted.  So far as is not inconsistent with 
these Articles of Incorporation and to the full extent now or 
hereafter permitted by the laws of Utah, there is hereby expressly 
vested in the Board of Directors of this Corporation the authority to 
issue one or more series of Class B Preferred Stock and to fix in the 
resolution or resolutions providing for the issue of such stock 
adopted by the Board of Directors of this Corporation the designation 
of such series, the relative rights and preferences thereof, and the 
qualifications, limitations or restrictions of such series, including, 
but without limiting the generality of the foregoing, the following:
 
               (a)  The distinctive designation of, and the number of 
     shares of Class B Preferred Stock which shall constitute, such 
     series;
 
               (b)  The rate and time at which, and the terms and 
     conditions upon which, dividends, if any, on Class B Preferred 
     Stock of such series shall be paid, the extent of the preference 
     or relation, if any, of such dividends to the dividends payable 
     on any other class or classes, and whether such dividends shall 
     be cumulative or non-cumulative;
 
               (c)  The right, if any, of the holders of Class B 
     Preferred Stock of such series to convert the same into, or 
     exchange the same for, shares of any other class or classes or of 
     any series of the same or any other class or classes of stock of 
     the Corporation and the terms and conditions of such conversion 
     or exchange;
 
               (d)  Whether or not Class B Preferred Stock of such 
     series shall be subject to redemption, and the redemption price 
     or prices and the time or times at which, and the terms and 
     conditions upon which, Class B Preferred Stock of such series may 
     be redeemed;
 
               (e)  The rights, if any, of the holders of Class B 
     Preferred Stock of such series upon the voluntary and involuntary 
     liquidation of the Corporation;
 
               (f)  The terms of the sinking fund or redemption or 
     purchase account, if any, to be provided for the Class B 
     Preferred Stock of such series; and
 
               (g)  The voting powers, if any, of the holders of such 
     series of Class B Preferred Stock which may, without limiting the 
     generality of the foregoing, include the right, voting as a 
     series by itself or together with other series of Class B 
     Preferred Stock or all series of Class B Preferred Stock as a 
     class, to elect one or more directors of the Corporation if there 
     shall have been a default in the payment of dividends on any one 
     or more series of Class B Preferred Stock or under such other 
     circumstances and on such conditions as the Board of Directors 
     may determine.  
 
                             ARTICLE V
          The Corporation will not commence business until 
consideration of a value of at least one thousand dollars ($1,000) has 
been received for the issuance of shares.  
 
                            ARTICLE VI
          Stockholders shall have no preemptive rights to acquire any 
securities of the Corporation.  
 
                            ARTICLE VII
 
          In furtherance but not in limitation of the powers conferred 
by the statutes of the State of Utah, the Board of Directors without 
the  authority, consent, vote or other action of the stockholders, or 
any of them, is expressly authorized:
 
          From time to time, as and when, and upon such terms and 
conditions as it may determine, to issue any part of the authorized 
capital stock of the Corporation, without being required to offer such 
stock on a pro rata basis to the stockholders of the Corporation.  
 
          To purchase, or otherwise acquire for the Corporation, any 
property, rights or privileges which the Corporation is authorized to 
acquire at such price or consideration and generally upon such terms 
and conditions as it deems fit.  
 
          In its discretion to pay for any property or rights acquired 
by the Corporation, either wholly or partly in money, stock, bonds, 
debentures, or other securities of the Corporation.  
 
          From time to time to fix and vary the amount of the working 
capital, and to direct and determine the use and disposition of any 
surplus or net profits, over and above the capital stock paid in; and 
in its discretion to use and apply any such surplus or accumulated 
profits in acquiring the bonds or other obligations or shares of the 
capital stock of this Corporation to such an extent and in such manner 
and upon such terms as the Board of Directors shall deem expedient, 
but no funds or property of the Corporation shall be used for the 
purchase of its own shares of capital stock when such use would cause 
any impairment of the capital of the Corporation, and shares of its 
capital stock, when acquired by the Corporation may, from time to 
time, successively be resold and repurchased.  
 
          To issue and sell, pledge or otherwise dispose of bonds, 
debentures or other obligations of the Corporation from time to time, 
without limitation as to amount, for any of the objects or purposes of 
the Corporation, and, if desired, to secure the same of any thereof by 
mortgage, pledge, deed of trust or otherwise, upon all or any part of 
the property of every kind of the Corporation, and to cause the 
Corporation to guarantee bonds, debentures, dividends or other 
obligations of other corporations.  
 
          At any time, or from time to time, to sell, assign, 
transfer, convey, lease or otherwise dispose of the whole or any part 
of the property and assets of every kind and nature of the Corporation 
upon such terms and conditions as the Board of Directors may deem 
expedient for the best interests of the Corporation.  
 
          To cause the Corporation to be licensed or recognized in any 
state, county, city or other municipality of the United States, the 
territories thereof, the District of Columbia, colonial possessions or 
territorial acquisitions, and in any foreign country, and in any town, 
city or municipality thereof, to conduct its business and have one or 
more offices therein.  
 
          To make, alter, amend or rescind the Bylaws of the 
Corporation.  
 
          To authorize and cause to be executed, mortgages and liens 
upon the real and personal property of the Corporation.  
 
          From time to time to determine whether and to what extent, 
and at what time and place and under what conditions and regulations, 
the accounts and books of this Corporation (other than the stock 
ledger) or any of them, shall be open to the inspection of the 
stockholders, and no stockholder shall have any right to inspect any 
account or book or document of this Corporation, except as permitted 
by statute of the State of Utah or authorized by the Board of 
Directors.  
 
          The Corporation may, in its Bylaws, confer powers additional 
to the foregoing upon the Directors in addition to the powers and 
authority expressly conferred upon them by statute.  
 
                           ARTICLE VIII
 
          The names of the incorporators of said Corporation are as 
follows:
 
              Name                      Address
 
        Glenn H. Robinson        850 Northcrest Drive
                                 Salt Lake City, Utah 84103
 
        Margaret M. Boevers      3735 South 3100 East
                                 Salt Lake City, Utah 84109
 
        Stephen E. Parks         4940 Sommet Drive
                                 Salt Lake City, Utah 84117
 
                            ARTICLE IX
 
        The address of said Corporation's initial registered office 
and the name of its initial registered agent at such address are:
 
                     Glenn H. Robinson
                     850 Northcrest Drive
                     Salt Lake City, Utah 84103
 
                             ARTICLE X
 
        The number of directors constituting the initial Board of 
Directors shall be three (3), and the names and addresses of the 
persons who are to serve as directors until the first annual meeting 
of stockholders and until their successors are elected and qualified 
are:
 
              Name                      Address
 
        Glenn H. Robinson        850 Northcrest Drive
                                 Salt Lake City, Utah 84103
 
        Margaret M. Boevers      3735 South 3100 East
                                 Salt Lake City, Utah 84109
 
        Stephen E. Parks         4940 Sommet Drive
                                 Salt Lake City, Utah 84117
 
                            ARTICLE XI
 
        1.  Effective as of the initial annual meeting of 
stockholders, there shall be thirteen (13) directors of the 
Corporation, notwithstanding any other provision of these Articles of 
Incorporation or of the Bylaws.  
 
        2.  The directors, except those hereinbefore named as initial 
directors and those chosen to fill a vacancy for an unexpired term, 
must be elected by the stockholders at the regular annual stockholders 
meeting, or, if not held, at any special meeting of the stockholders 
called for that purpose.  As to the directors elected at the initial 
annual meeting of stockholders, the first class of directors shall 
hold office for an initial term of one (1) year, the second class of 
directors shall hold office for an initial term of two (2) years, and 
the third class of directors shall hold office for an initial term of 
three (3) years, expiring, respectively, at the first, second and 
third annual meetings of stockholders held after such initial annual 
meeting of stockholders.  Thereafter, each class shall hold office for 
terms expiring at the third annual meeting of stockholders following 
the most recent election of such class.  Notwithstanding any other 
provision of these Articles of Incorporation or of the Bylaws, any 
director or directors, including the entire Board of Directors, may be 
removed at any time, but only with cause and by the affirmative vote 
of at least two-thirds of the issued and outstanding stock of the 
Corporation that is entitled to vote for the election of directors, 
and no qualification for the office of director that may be provided 
for in the Articles of Incorporation or the Bylaws shall apply to any 
director in office at the time such qualification was adopted or to 
any successor appointed by the remaining directors to fill the 
unexpired portion of the term of such director.  
 
        No director of the Corporation shall be personally liable to 
the Corporation or its stockholders for monetary damages for any 
breach of fiduciary duty by such director as a directory, except for 
liability (i) for any breach of the director's duty of loyalty to the 
Corporation or its stockholders; (ii) for acts or omissions not in 
good faith or that involve intentional misconduct or a knowing 
violation of law; (iii) for any transaction from which the director 
derived an improper personal benefit; or (iv) for any action that 
would result in statutory liability of the director under Section 
16-10-44 of the Utah Code Annotated.  Any repeal or modification of 
this paragraph 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.
 
                            ARTICLE XII
 
        The Corporation reserves the right to amend, alter, change or 
repeal any provisions contained in the Articles of Incorporation in 
the manner now or hereafter prescribed by statute, and all rights 
conferred upon stockholders herein are granted subject to this 
reservation.  Nevertheless, and in addition to any other provision of 
these Articles of Incorporation, the Bylaws, or statutes, the 
affirmative vote of eighty percent of the issued and outstanding 
capital stock of the Corporation that is entitled to vote for the 
election of directors shall be required for the deletion of language 
in or any amendment to Article XI, this Article XII, or Article XIV or 
for any amendment to these Articles of Incorporation or to the Bylaws 
(unless such amendment to the Bylaws is approved by the Directors in 
accordance with the Bylaws) that would restrict or limit the power or 
authority of the Board of Directors or any other officer or agent of 
the Corporation; that would vest any powers of the Corporation in any 
other officer or agent other than the Board of Directors or officers 
and agents appointed by or under the authority of the Board of 
Directors; that would require the approval of any stockholders in 
order for the Board of Directors or any officer or agent to take any 
action; or that would change the quorum requirement for any meeting of 
the Board of Directors, the vote by which it must act in connection 
with any matter, the manner of calling or conducting meetings of 
Directors, or the place of such meetings.  
 
                           ARTICLE XIII
 
        The private property of the stockholders shall not be liable 
for any obligations or debts of the Corporation.  
 
                            ARTICLE XIV
 
        1.  The affirmative vote of the holders of not less than 
eighty percent of the outstanding shares of capital stock of the 
Corporation entitled to vote shall be required for the approval or 
authorization of any "Business Combination" (as hereinafter defined) 
involving a "Related Person" (as hereinafter defined); provided, 
however, that the eighty percent voting requirement shall not be 
applicable if:
 
             (a)  The "Continuing Directors" (as hereinafter defined) 
of the Corporation by a two-thirds vote have expressly approved such 
Business Combination either in advance of or subsequent to such 
Related Person's having become a Related Person; or
 
             (b)  The following conditions are satisfied:
 
                 (i)  The aggregate amount of the cash and the "Fair 
Market Value" (as hereinafter defined) of the property, securities or 
"Other Consideration" (as hereinafter defined) to be received per 
share by all holders of capital stock of the Corporation in the 
Business Combination, other than the Related Person involved in the 
Business Combination, is not less than the "Highest Per Share Price" 
or the "Highest Equivalent Price" (as hereinafter defined) paid by the 
Related Person in acquiring any of its holdings of the Corporation's 
capital stock; and
 
                 (ii)  A proxy statement complying with the 
requirements of the Securities Exchange Act of 1934, as amended, 
whether or not the Corporation is then subject to such requirements 
shall have been mailed to all stockholders of the Corporation for the 
purpose of soliciting stockholder approval of the Business 
Combination.  The proxy statement shall contain at the front thereof, 
in a prominent place, the position of the Continuing Directors as to 
the advisability (or inadvisability) of the Business Combination and, 
if deemed advisable by a majority of the Continuing Directors, the 
opinion of an investment banking firm selected by the Continuing 
Directors as to the fairness of the terms of the Business Combination, 
from the point of view of the holders of the outstanding shares of 
capital stock of the Corporation other than any Related Person.  
 
        Such eighty percent vote shall be required notwithstanding the 
fact that no vote may be required or that a lesser percentage may be 
specified by law or in any agreement with any national securities 
exchange or otherwise.  
 
        2.  For purposes of this Article XIV:
 
             (a)  The term "Business Combination" shall mean (i) any 
merger, consolidation or share exchange of the Corporation or a 
subsidiary of the Corporation with or into a Related Person, in each 
case without regard to which entity is the surviving entity; (ii) any 
sale, lease, exchange, transfer or other disposition, including 
without limitation a mortgage or any other security device, of all or 
any "Substantial Part" (as hereinafter defined) of the assets of the 
Corporation (including without limitation any voting securities of a 
subsidiary of the Corporation) or a subsidiary of the Corporation to 
or with a Related Person (whether in one transaction or series of 
transactions); (iii) any sale, lease, exchange, transfer or other 
disposition, including without limitation a mortgage or any other 
security device, of all or any Substantial Part of the assets of a 
Related Person to the Corporation or a subsidiary of the Corporation; 
(iv) the issuance, transfer or delivery of any securities of the 
Corporation or a subsidiary of the Corporation by the Corporation or 
any of its subsidiaries to a Related Person (other than an issuance or 
transfer of securities which is effected on a pro rata basis to all 
stockholders of the Corporation); (v) any recapitalization or 
reclassification of securities (including any reverse stock split) 
that would have the effect of increasing the voting power of a Related 
Person; (vi) the issuance or transfer by a Related Person of any 
securities of such Related Person to the Corporation or a subsidiary 
of the Corporation (other than an issuance or transfer of securities 
which is effected on a pro rata basis to all stockholders of the 
Related Person); (vii) the adoption of any plan or proposal for the 
liquidation or dissolution of the Corporation proposed by or on behalf 
of a Related Person; or (viii) any agreement, plan, contract or other 
arrangement providing for any of the transactions described in this 
definition of Business Combination.  
 
             (b)  The term "Related Person" shall mean and include any 
individual, partnership, corporation or other person or entity which, 
as of the record date for the determination of stockholders entitled 
to notice of and to vote on any Business Combination, or immediately 
prior to the consummation of such transaction, together with its 
"Affiliates" and "Associates" (as defined in Rule 12b-2 of the General 
Rules and Regulations under the Securities Exchange Act of 1934 as in 
effect at the date of the adoption of this Article XIV by the 
stockholders of the Corporation (collectively, and as so in effect, 
the "Exchange Act")), are "Beneficial Owners" (as defined in Rule 
13d-3 of the Exchange Act) in the aggregate of 10% or more of the 
outstanding shares of any class of capital stock of the Corporation, 
and any Affiliate or Associate of any such individual, corporation, 
partnership or other person or entity.  Notwithstanding any provision 
of Rule 13d-3 to the contrary, an entity shall be deemed to be the 
Beneficial Owner of any share of capital stock of the Corporation that 
such entity has the right to acquire at any time pursuant to any 
agreement, or upon exercise of conversion rights, warrants or options, 
or otherwise.  
 
             (c)  The term "Substantial Part" shall mean more than 20% 
of the fair market value, as determined by two-thirds of the 
Continuing Directors, of the total consolidated assets of the 
Corporation and its subsidiaries taken as a whole as of the end of its 
most recent fiscal year ended prior to the time the determination is 
being made.  
 
             (d)  The term "Other Consideration" shall include, 
without limitation, Common Stock or other capital stock of the 
Corporation retained by stockholders of the Corporation other than 
Related Persons or parties to such Business Combination in the event 
of a Business Combination in which the Corporation is the surviving 
corporation.  
 
             (e)  The term "Continuing Director" shall mean a Director 
who is unaffiliated with any Related Person and either (i) was a 
member of the Board of Directors of the Corporation immediately prior 
to the time the Related Person involved in a Business Combination 
became a Related Person or (ii) was designated (before his or her 
initial election or appointment as Director) as a Continuing Director 
by a majority of the then Continuing Directors.  
 
             (f)  The terms "Highest Per Share Price" and "Highest 
Equivalent Price" as used in this Article XIV shall mean the 
following:  if there is only one class of capital stock of the 
Corporation issued and outstanding, the Highest Per Share Price shall 
mean the highest price that can be determined to have been paid at any 
time by the Related Person for any share or shares of that class of 
capital stock.  If there is more than one class of capital stock of 
the Corporation issued and outstanding, the Highest Equivalent Price 
shall mean with respect to each class and series of capital stock of 
the Corporation, the amount determined by a majority of the Continuing 
Directors, on whatever basis they believe is appropriate, to be the 
highest per share price equivalent of the Highest Per Share Price that 
can be determined to have been paid at any time by the Related Person 
for any share or shares of any class or series of capital stock of the 
Corporation.  In determining the Highest Per Share Price and Highest 
Equivalent Price, all purchases by the Related Person shall be taken 
into account regardless  of whether the shares were purchased before 
or after the Related Person became a Related Person.  Also, the 
Highest Per Share Price and the Highest Equivalent Price shall include 
any brokerage commissions, transfer taxes, soliciting dealers' fees 
and other expenses paid by the Related Person with respect to the 
shares of capital stock of the Corporation acquired by the Related 
Person.  In the case of any Business Combination with a Related 
Person, the Continuing Directors shall determine the Highest Per Share 
Price and the Highest Equivalent Price for each class and series of 
capital stock of the Corporation.  
 
             (g)  The term "Fair Market Value" shall mean (i) in the 
case of stock, the highest closing sale price during the 30-day period 
immediately preceding the date in question of a share of such stock on 
the Composite Tape for New York Stock Exchange-Listed Stocks, or, if 
such stock is not quoted on the Composite Tape, on the Exchange, on 
the principal United States securities exchange registered under the 
Securities Exchange Act of 1934 on which such stock is listed, or, if 
such stock is not listed on any such exchange, the highest closing bid 
quotation with respect to a share of such stock during the 30-day 
period preceding the date in question on the National Association of 
Securities Dealers, Inc., Automated Quotation System or any system 
then in use, or if no such quotations are available, the fair market 
value on the date in question of a share of such stock as determined 
by a two-thirds vote of the Continuing Directors in good faith; and 
(ii) in the case of property other than stock or cash, the fair market 
value of such property on the date in question as determined by a 
two-thirds vote of the Continuing Directors in good faith.  
 
        3.  The determinations of the Continuing Directors as to Fair 
Market Value, Highest Per Share Price, Highest Equivalent Price, and 
the existence of a Related Person or a Business Combination shall be 
conclusive and binding.  
 
        4.  Nothing contained in this Article XIV shall be construed 
to relieve any Related Person from any fiduciary obligation imposed by 
law.  
 
        5.  The fact that any Business Combination complies with the 
provisions of paragraph 1(b) of this Article XIV shall not be 
construed to impose any fiduciary duty, obligation or responsibility 
on the Board of Directors, or any member thereof, to approve such 
Business Combination or recommend its adoption or approval to the 
stockholders of the Corporation, nor shall such compliance limit, 
prohibit or otherwise restrict in any manner the Board of Directors, 
or any member thereof, with respect to evaluations of or actions and 
responses taken with respect to such Business Combination.  
 
        6.  Notwithstanding any other provisions of these Articles of 
Incorporation or the Bylaws of the Corporation, the affirmative vote 
of the holders of not less than eighty percent of the outstanding 
shares of capital stock shall be required to amend, alter, change or 
repeal, or adopt any provisions inconsistent with, this Article XIV.  
 
        The foregoing Restated Articles of Incorporation correctly set 
forth without change the corresponding provisions of the Restated 
Articles of Incorporation as previously amended and supersede the 
Restated Articles of Incorporation as amended.  
 
        Dated this 24th day of May, 1991.  
 
                            QUESTAR CORPORATION
 
 
                            By:  /s/R. D. Cash                    
                                 R. D. CASH
                                 President
 
 
                            By:  /s/Connie C. Holbrook           
                                 CONNIE C. HOLBROOK
                                 Secretary
 
 
State of Utah      )
                   : ss.
County of Salt Lake)
 
        I, Patricia C. Naisbitt, a Notary Public, hereby certify that 
on the 24th day of May, 1991, personally appeared before me R. D. CASH 
and CONNIE C. HOLBROOK, who each being by me first duly sworn, 
declared that they are the President and Secretary, respectively, of 
QUESTAR CORPORATION, that they are the persons who signed the 
foregoing document and that the statements therein contained are true 
and correct.  
 
        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 
24th day of May, 1991.  
                              /s/Patricia C. Naisbitt        
                              NOTARY PUBLIC, Residing in Salt
                              Lake County, Utah
 
My Commission Expires:  1-1-93