Exhibit 10.15      

                           QUESTAR CORPORATION
                          DIRECTORS' STOCK PLAN

Section 1.  Purpose

      Questar Corporation (the "Company") hereby establishes the Questar 
Corporation Directors' Stock Plan (the "Plan"), which provides 
nonemployee directors with the option to receive all or part of their 
fees in shares of the Company's common stock.  The purpose of this Plan 
is to further strengthen the alignment of interests between nonemployee 
directors and the Company's shareholders.

Section 2.  Definitions

      "Director" means a member of the Company's Board of Directors who 
is not an employee of the Company.

      "Election" means a Participant's delivery of written notice of 
election to the Secretary of the Company electing to receive fees or a 
portion of such fees (in 25 percent increments) in the form of common 
stock.

      "Fees" means the annual retainer (paid in monthly installments) 
and meeting fees earned by a Director for service as a member of the 
Board of Directors and as a member of a Committee established by the 
Board of Directors.  Fees shall also mean any annual retainers and 
meeting fees earned by a Director for service as a director of a 
subsidiary owned or controlled by the Company.

      "Participant" means a Director who has elected to receive payment 
of all or a portion of his or her fees in shares of common stock.

Section 3.  Administration.

      The Plan shall be administered by the Board of Directors or a 
Committee designated by the Board.  The Plan is designed to qualify for 
the exemption for "formula award" plans provided for in Rule 
16b-3(c)(ii) of the rules adopted by the Securities and Exchange 
Commission to enforce Section 16(b) of the Securities Exchange Act of 
1934, as amended (the "Act").  The Board of Directors shall appoint a 
committee of "disinterested" directors to administer the Plan if, in the 
opinion of counsel to the Company, it is necessary to preserve the 
exemption for shares obtained pursuant to this Plan from Section 16(b) 
of the Act.

      Subject to the provisions of the Plan, the Board of Directors or 
the designated Committee shall have the authority to interpret the Plan; 
to establish, amend, and rescind appropriate rules and regulations 
pertaining to the Plan; to administer the Plan; and to take all such 
steps and make all such determinations in connection with the Plan.  No 
member of the Board of Directors or designated Committee shall be liable 
for any action or 
determination made in good faith.  The determinations, interpretations, 
and other actions 
of the Board of Directors or designated Committee pursuant to the 
provisions of the Plan shall be binding and conclusive for all purposes 
and all persons.

Section 4. Eligibility and Participation

      Participation in the Plan shall be limited to members of the Board 
of Directors who are not employees of the Company.

      A Director may elect to receive all or a portion (in 25 percent 
increments) of his/her fees in shares of the Company's common stock.  
These fees include the annual retainer paid by the Company or its 
subsidiaries and any meeting fees for attendance at meetings of the 
Board of Directors, its Committees, and subsidiary Boards of Directors.  

      A Director may elect to participate in the Plan by providing 
written notice of his or her election to participate and to receive all 
or a portion of earned fees in shares of the Company's common stock.  
This notice shall be effective six months after being received by the 
Company's Corporate Secretary.  A Director's election to participate in 
the Plan shall be irrevocable.  Notwithstanding the preceding sentence, 
a Participant may revoke or change any election by making a subsequent 
written election that takes effect six months after being received by 
the Company's Corporate Secretary.  

Section 5.  Common Stock Subject to Plan

      A maximum of 50,000 shares of common stock may be issued under 
this Plan.  The common stock issued under this Plan, at the option of 
the Board of Directors, may be either original issue or purchased on the 
open market.  In the event of any change in the outstanding common stock 
of the Company by reason of any stock split, stock dividend, merger, 
consolidation, reorganization, or other similar change in 
capitalization, the number or kind of shares that may be issued under 
the Plan shall be automatically adjusted so that the proportionate 
interest of the shares issuable under this Plan is maintained as before 
the occurrence of such event.

Section 6.  Issuance of Shares

      The number of shares to be awarded by a Director shall be 
calculated using the closing price of the Company's common stock on the 
New York Stock Exchange ("NYSE") on the date the Director's fees for 
service would otherwise have been paid.  If there is no closing price on 
such day, the number of shares shall be calculated using the closing 
price of the common stock on the NYSE on the next preceding business 
day.

      All shares issued under the Plan, including fractional shares, 
shall be held in a book-entry account.  Participants may choose to 
receive a stock certificate representing the number of whole shares 
acquired by notifying the Company's Corporate Secretary in writing.  The 
Company shall make a cash payment to the Participant for any fractional 
shares using the closing price of the Company's common stock on the NYSE 
on the date the notification is received (or the next preceding business 
day if the notification is received on a day when there is no closing 
price on the NYSE).

Section 7.  Effective Date

      The Plan shall be submitted to the shareholders of the Company for 
their approval and adoption and will become effective June 1, 1996, upon 
such approval.

Section 8.  Amendment and Termination

      The Board of Directors of the Company may at any time terminate, 
and from time to time may amend or modify, the Plan, provided, however, 
that no amendment or modification may become effective without approval 
by the shareholders of the Company, if shareholder approval is required 
to enable the Plan to satisfy any applicable statutory or regulatory 
requirements or if the Board of Directors, on advice of counsel, 
determines that shareholder approval is otherwise necessary or 
advisable.  In addition, the Board of Directors may not amend the Plan 
more than once every six months unless the amendment is designed to 
implement changes in the Internal Revenue Code of 1986 as amended, or 
rules promulgated to enforce it.