The Company: Questar Gas Company. Our executive offices are located at 180 East 100 South Street, P.O. Box 45360, Salt Lake City, Utah 84145-0360, and our telephone number is (801) 324-5555.

Terms: We may offer from time to time up to $70,000,000 of medium-term notes. The following terms may apply to the notes. We will provide the final terms for each note in a pricing supplement.

Investing in the notes involves certain risks. See "Risk Factors" beginning on page 1.

		Price to Public(1)		Agents' Discounts and Commissions(2)(3)		Proceeds to Company(2)(4)
Per Note		100%		.125 - .750%		99.875 - 99.250%
Total		$70,000,000		$87,500 - $525,000		$69,912,500 - $69,475,000

We may sell the notes to the agents as principal for resale at varying or fixed offering prices or through the agents as agents using their reasonable efforts on our behalf. We will sell the notes to the public at 100% of the principal amount unless otherwise specified in the applicable pricing supplement. We may also sell the notes without the assistance of the agents.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus, any prospectus supplement or any pricing supplement, is truthful or complete. Any representation to the contrary is a criminal offense.


Risk Factors
Forward-Looking Statements
The Company
Use of Proceeds
Capitalization
Ratio of Earnings to Fixed Charges
Description of the Medium-Term Notes
Plan of Distribution
Legal Matters
Experts
Where You Can Find Additional Information

You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the agents have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the agents are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

References in this prospectus to "the Company," "we," "us," or "our" are to Questar Gas Company.

Investment in the notes involves certain risks. In consultation with financial and legal advisers, you should carefully consider, among other matters, the following discussion of risks before deciding whether an investment in the notes is suitable. The notes are not an appropriate investment for unsophisticated investors.

If your notes are indexed notes, they entail significant risks that are not associated with an investment in a conventional fixed-rate or non-indexed floating rate debt security. Indexation of the interest rate of a note may result in an interest rate that is less than the rate payable on a conventional fixed-rate debt security issued at the same time, including the possibility that no interest will be paid. Indexation of the principal of and/or premium on a note may result in an amount of principal and/or premium payable that is less than the original purchase price of the note, including the possibility that no principal will be paid.

The value of an index can depend on a number of factors over which we have no control, including economic, financial and political events. These factors are important in determining the existence, magnitude and longevity of the risks and their results. If the formula used to determine the amount of principal, premium and/or interest payable with respect to indexed notes contains a multiplier or leverage factor, the effect of any change in the index will be magnified. In recent years, values of indices and formulas have been volatile and you should be aware that volatility may occur in the future. Nonetheless, the historical experience of an index should not be taken as an indication of its future performance. In addition, special tax rules may apply to indexed notes, which rules will be discussed in the applicable pricing supplement. You should consult your own financial, tax and legal advisors as to the risks entailed by an investment in indexed notes and the suitability of the notes in light of your particular circumstances.

Our Ability to Redeem the Notes May Adversely Affect Your Return on the Notes

If your notes are redeemable at our option or subject to mandatory redemption, we may, in the case of optional redemption, or must, in the case of mandatory redemption, choose to redeem the notes at times when prevailing interest rates may be relatively low. Accordingly, you will not be able to reinvest the redemption proceeds in a comparable security at an interest rate as high as that of the notes.

We Cannot Assure You That a Market Will Develop For Your Notes or What the Market Price Will Be

We cannot assure you that a trading market for your notes will develop or be maintained. In addition to our creditworthiness, many other factors may affect the trading market for or value of the notes. These factors include:

In addition, because some notes may be designed for specific investment objectives or strategies, these notes will have a more limited trading market and experience more price volatility. There may be a limited number of buyers when you decide to sell the notes. This limited market may affect the price you receive for the notes or your ability to sell the notes. You should not purchase the notes unless you understand, and know you can bear, all of the investment risks involving the notes.

Our Credit Ratings May Not Reflect All the Risks of an Investment in the Notes

Our credit ratings are an independent assessment of our ability to pay debt obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of your notes. Our credit ratings, however, may not reflect the potential impact of risks related to structural, market or other factors discussed in this prospectus on the value of your notes.

As Our Parent Company Diversifies Into More Unregulated Business Activities, Our Credit Ratings May Be Affected

Our credit ratings depend in part on our relationship with our parent company, Questar Corporation ("Questar"), and our affiliates, some of which are businesses involved in open market competition for sales. Questar has announced an intention to target more than half of its capital expenditures towards non-regulated activities related to oil and gas exploration and production and other activities over the next several years. In as much as rating agencies tend to view those ventures as holding more business risk than investment in rate regulated utility properties, Questar may see pressure on its credit ratings, and we may see pressure on our credit ratings. See "Recent Events" for a description of the recent downgrade by Moody's Investors Service.

The nature of our operations presents inherent risks of loss that, if not insured or indemnified against, could adversely affect our results of operations. Our operations are subject to inherent hazards and risks such as:

Our operations are subject to numerous regulatory requirements administered by the Public Service Commission of Utah ("PSCU") and the Public Service Commission of Wyoming ("PSCW"). These regulatory commissions approve rate schedules that reflect the return on equity that we may earn on our natural gas sales and transportation services. Although we may request returns in excess of our current allowed rates of return in future rate cases, we may not be authorized to increase these rates and may not retain our current allowed return on equity in these jurisdictions. Existing statutes and regulations may be revised or reinterpreted and new laws and regulations may be adopted or become applicable to us or our facilities, which may affect our business in ways we cannot predict. See "Recent Events" for a description of our recent general rate case order from the PSCU.

Our business operations are subject to federal, state and local laws and regulations relating to environmental protection. If an accidental leak or spill of hazardous materials occurs from our lines or

facilities or in the process of transporting natural gas, we may have to pay a significant amount to clean up the leak or spill. The resulting costs and liabilities could negatively affect our level of cash flow. In addition, emission controls required under the Federal Clean Air Act and other similar federal and state laws could require unexpected capital expenditures at our facilities. Although we cannot predict the impact of Environmental Protection Agency standards or future environmental measures or other state and local regulations, our costs could increase if environmental laws and regulations or their enforcement become stricter. Since the costs of environmental regulation are already significant, additional regulation could negatively affect our business.

Competition Could Lead to Lower Levels of Profits and Lower Our Cash Flow Over Time

Although there are no major distributors marketing natural gas sales service in our service area, marketing firms do arrange direct purchase contracts between large users in our service area and producers outside our area, taking advantage of the open-access status of the pipeline systems that we use to transport natural gas to our customers. In addition, we may face competition from natural gas distribution operations that may enter the market in the future. Our ability to compete also depends upon general market conditions, which may change. Demand for natural gas is primarily a function of customer usage rates, economic conditions, competing distribution operations and price for service.

We have significant business relationships with certain affiliated companies, particularly Questar Pipeline Company ("Questar Pipeline") and Wexpro Company ("Wexpro"). We transport gas on Questar Pipeline's transmission system and purchase storage capacity at gas storage facilities operated by Questar Pipeline. We satisfy approximately 45-50% of our total gas supply with volumes produced from reserves owned by us on property operated by Wexpro. We also have business relationships with Questar Gas Management Company, which owns the gathering facilities used to gather gas production from our properties. Questar provides us with certain administrative services, while Questar InfoComm Inc. provides information technology and communication services.

Terrorist attacks, such as the attacks that occurred in New York, Pennsylvania and Washington, D.C. on September 11, 2001, and future war or risk of war may adversely impact our results of operations, our ability to raise capital and our future growth. The impact that possible terrorist attacks may have on our industry in general, and on us in particular, is not known at this time. Uncertainty surrounding future military strikes or sustained military campaigns may impact our operations in unpredictable ways, including disruptions of fuel or gas supplies and markets, particularly oil, and the possibility that infrastructure facilities, including pipelines, processing plants and storage facilities, could be direct targets of, or indirect casualties of, an act of terror. Terrorist activity may also hinder our ability to transport oil and gas if transportation facilities or pipelines become damaged as a result of an attack. In addition, war or risk of war may also have an adverse effect on the economy. A lower level of economic activity could result in a decline in energy consumption which could adversely affect our revenues or restrict our future growth. Instability in the financial markets as a result of terrorism or war could also affect our ability to raise capital. Terrorist activity could likely lead to increased volatility in prices for crude oil and natural gas. Insurance carriers are routinely excluding coverage for terrorist activities from their normal policies, but are required to offer such coverage as a result of new federal legislation. The premiums for such coverage are very expensive in relationship to the risk. Questar Gas continues to have liability coverage for terrorist activities, but does not have coverage for property damages sustained as a result of such activities and has chosen not to purchase such coverage. Questar Gas expects that its liability insurance will exclude coverage for such activities when it is renewed this year.

Statements contained in or incorporated by reference into this prospectus or any accompanying prospectus supplement include forward-looking statements with the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements generally can be identified by the use of terminology such as "may," "will," "could," "expect," "intend," "project," "estimate," "anticipate," "believe," "forecast" or "continue" or the negative thereof or variations thereon or similar terminology. Forward-looking statements involve certain risks and uncertainties that may cause future results to differ materially from those contemplated, projected, estimated or budgeted in such forward-looking statements. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify a number of important factors that could cause actual results to differ materially from management expectations as suggested by such forward-looking statements. These factors include, but are not limited to, the following:

Unusual weather conditions; catastrophic weather-related damage; unusual maintenance or repairs; unanticipated changes to gas supply costs, or availability due to higher demand, shortages, transportation problems or other developments; terrorist incidents, environmental or pipeline incidents; transmission or distribution incidents; or gas pipeline system constraints;

Increased competition in the energy environment, including effects of industry restructuring and unbundling;

Regulatory factors such as unanticipated changes in rate-setting policies or procedures, energy-efficiency standards, recovery of investments made under traditional regulation and the frequency and timing of rate increases;

Financial or regulatory accounting principles or policies imposed by the Financial Accounting Standards Board, the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Federal Energy Regulatory Commission, or state public utility commissions;

General economic conditions, including inflation rates and levels of general economic activity in our service area;

Changing natural gas commodity market conditions and other factors associated with physical energy and financial trading activities, including, but not limited to, price, basis, credit, liquidity, volatility, capacity and interest rates;

Availability of capital, cost of capital, changes in our securities ratings or market perceptions of the natural gas utility industry and energy-related industries;

Employee workforce factors, including availability of workers, work stoppages and changes in key executives;

Technological developments affecting energy-efficiency of durable goods, including appliances;

Costs and other effects of legal and administrative proceedings, settlements, investigations, claims and other matters, including but not limited to those described in filings made by us with the Securities and Exchange Commission; and

Changes in federal, state or local requirements, such as changes in tax laws and environmental laws and regulations.

We are an operating public utility providing natural gas to more than 750,000 sales and transportation customers in Utah, southwestern Wyoming and a small section of southeastern Idaho. We are part of the Regulated Services segment of Questar, which is a publicly-owned and diversified energy company.

We began distributing natural gas in 1929, through a predecessor company, when a pipeline was built to transport natural gas from southwestern Wyoming to Salt Lake City, Utah. Between 1929 and the present time, we have expanded our system to include over 90% of Utah's population and to capture over 90% of the market for furnaces and water heaters within our service area. The principal communities we serve include the Salt Lake City metropolitan area, Ogden, Provo, Price, Logan, Richfield, Fillmore, Moab, Vernal, Cedar City and St. George in Utah; Rock Springs, Green River, Kemmerer, and Evanston in southwestern Wyoming, and Preston in southwestern Idaho.

Our natural gas distribution activities and facilities are regulated by the PSCU and the PSCW in their respective states. The PSCU also regulates our activities in southwestern Idaho pursuant to a contract with the Public Utilities Commission of Idaho. We have significant relationships with certain affiliated companies, particularly Questar Pipeline, Wexpro, Questar Gas Management Company and Questar InfoComm Inc.

We have been directly responsible for our gas acquisition activities since 1993 and have a balanced and diversified portfolio of approximately 40 gas supply contracts with more than 15 suppliers located in the Rocky Mountain states. We transport both our own production and purchased gas on Questar Pipeline's transmission system and on other regional pipelines. We purchase gas storage capacity from storage facilities owned by Questar Pipeline. In 2002, we satisfied approximately 45% of our total supply requirements with gas produced from our own reserves on property operated by Wexpro. During 2003, we again anticipate satisfying about half of total supply requirements from our own reserves. Our third-party supply requirements for the 2002-2003 heating season are now contracted for under various pricing terms. We use a mix of contracts with fixed prices, contracts based on the current first-of-month market index, and contracts with price caps.

We are the only natural gas public utility in the state of Utah. The population of our service area is generally growing faster than the national average, and we expect to add about 18,000 new customers in 2003. Our sales, particularly to general service customers, are seasonal with a substantial portion of such sales made during the heating season. Sales and transportation services are made under rate schedules approved by the PSCU and the PSCW. We are currently authorized to earn a rate of return of 11.2% in Utah and 11.83% in Wyoming.

Moody's Investors Service Credit Downgrade. On November 12, 2002, Moody's Investors Service downgraded our debt ratings. Completing a review that began in May 2002, Moody's set a Prime-2 rating for the commercial paper of Questar, and an A2 senior unsecured rating for our long-term debt. With the downgrade, Moody's established a stable outlook for our debt rating.

General Rate Case Order. On December 30, 2002, the PSCU issued an order approving an increase of slightly more than 3% in our Utah general rates effective December 30, 2002. The action resulted from a general rate increase request filed by us in May 2002, seeking a 12.6% return on equity. The increase totaled $11.2 million and raised the average monthly bill for the typical residential customer by about $2. The order also increased our allowed rate of return on equity from 11% to 11.2%. Our rates are divided into three parts: the costs of natural gas; the costs of moving the gas to market; and, finally, the costs of providing service to retail customers, which includes a return on the

new investment necessary to serve a growing number of customers. It is this last part in which we received an increase. The fluctuating costs of the natural gas itself and moving it to market are passed along to customers after separate rate proceedings, usually held twice a year. In our most recent pass-through proceeding we were granted a 1.1% decrease due to lower regional gas and transportation costs. This decrease went into effect December 30, 2002.

Debt Issuance and Retirement. On January 24, 2003, we issued $40 million of unsecured notes that will mature on January 24, 2013. These notes were sold pursuant to an SEC registration statement dated October 2, 2001, which completed the offering of publicly registered debt available under that registration statement. Also on January 24, 2003, we gave notice to holders of our election to redeem $41 million of Medium Term Notes Series A issued in 1992 that are now callable. These notes were redeemed and retired on February 24, 2003.

2002 Earnings Announcement. On February 12, 2003, we announced results of operations for the year ended December 31, 2002. We reported net income of $32.4 million, a $6.5 million increase over 2001. Gas deliveries totaled 148 million decatherms, 1% lower than the previous year. Our customer base grew 2.5% to 750,128 customers at year-end. Included in the 2002 results was the recovery of gas-processing costs of $3.8 million that had previously been disallowed by the PSCU. 2002 results benefited by a regulatory change in the allowed recovery of the gas cost portion of bad debt expense and by receipt of higher customer contributions related to service-connection costs. Our 2002 financial performance included higher depreciation expense and a 2.6% decline in gas usage per customer.

Retirement of D.N. Rose. On February 11, 2003, our President and Chief Executive Officer, D.N. "Nick" Rose, announced his retirement and the Board of Directors accepted his resignation to be effective May 1, 2003. Mr. Rose is retiring after 34 years of service. The board appointed Alan K. Allred to succeed him. Mr. Allred, age 52, currently serves as our Executive Vice President and Chief Operating Officer.

Our principal executive offices are located at 180 East 100 South Street, P.O. Box 45360, Salt Lake City, Utah, 84145-0360 and our telephone number is (801) 324-5555.

Net proceeds from sale of the notes will be used for general corporate purposes, including the refunding of $64 million of callable debt issued in 1992 and 1993. The callable debt has a weighted average interest rate of 8.11% and would otherwise mature in 2022 and 2023. We may initially invest net proceeds from the sale in short-term securities or pay off short-term debt, until the call date of the debt to be retired.

	December 31, 2002
	Amount		Percentage
	(Dollars in Thousands)
Short-term debt owed to Questar	$	36,400

Long-term debt	$	285,000	47.6	%
Common shareholder's equity		313,828	52.4	%

Total capitalization	$	598,828	100.0	%

		Twelve Months Ended December 31,
		1998		1999		2000		2001		2002
Ratio of earnings to fixed charges(1)		2.94		2.34		2.63		2.59		3.14

We will issue the notes as a new series of debt securities under an indenture, dated as of May 1, 1992, as amended and modified from time to time, between us and Wells Fargo Bank Northwest, National Association (f/k/a First Security Bank, N.A.) (as successor trustee to Citibank, N.A.), as trustee. The following description is only a summary of the material provisions of the notes and of the indenture, is not complete and is qualified in its entirety by reference to the indenture, a copy of which has been filed as an exhibit to the registration statement of which this prospectus is a part. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. A copy of the indenture is available upon request made to us or to the agents. When we refer to securities, we refer to all debt securities that we have issued or may issue in the future under the indenture, including the notes. The terms and conditions described below apply to each note unless otherwise indicated in an applicable pricing supplement.

In addition to the notes we are offering in this prospectus, the indenture provides for the issuance of additional securities, in one or more series (including both interest bearing and original issue discount securities), without limitation as to aggregate principal amount. The notes will be our unsecured obligations and will rank equally with all our other unsecured and unsubordinated indebtedness. Other than a limitation on liens covenant, the indenture does not contain restrictive covenants which would require us to maintain certain financial ratios or restrict our ability to incur additional indebtedness. In addition, the indenture permits the issuance of notes which do not pay interest for stated periods of time and which are issued with original issue discount.

The notes being offered hereby constitute a separate series of securities under the indenture and are currently limited to $70,000,000 aggregate initial offering amount. This series may be reopened and the aggregate initial offering amount of the notes may be increased from time to time. In addition, we may from time to time, without the consent of existing note holders, issue additional notes having the same terms and conditions (including maturity and interest payment terms) as previously issued notes in all respects, except for issue date, issue price and the first payment of interest. Additional notes issued in this manner will be fungible with the previously issued notes to the extent specified in the applicable pricing supplement. The notes will be offered on a continuing basis, and each note will mature on a Business Day (as defined below), not less than 9 months nor more than 30 years from its date of issue, as selected by the initial purchaser and agreed to by us. The notes will be denominated and be payable in United States dollars.

The pricing supplement relating to any note will set forth the principal amount, interest rate, issue price and agent's commission, original issue and Maturity dates, redemption and repayment provisions, if any, and other material terms of such note.

Unless otherwise specified in the applicable pricing supplement, each note will be issued in registered book-entry form or in registered certificated form, in denominations of $1,000 and integral multiples of $1,000. Book-entry notes may be transferred or exchanged only through a participating member of The Depository Trust Company (or such other depositary as is identified in an applicable pricing supplement). See "Book Entry Notes; Global Securities" below. Registration of transfer or exchange of certificated notes will be made at the corporate trust office of the trustee. No service charge will be made for the registration of transfer or exchange of notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith (other than exchanges pursuant to Sections 304, 906 or 1107 of the indenture, not involving any transfer).

"Business Day" means any day that is not a Saturday or Sunday, and that in The City of New York is not a day on which banking institutions are generally authorized or obligated by law or executive order to close, and, with respect to any LIBOR Note, is a London Business Day. Unless otherwise specified in the applicable pricing supplement, "London Business Day" means any day on which dealings in deposits in United States dollars are transacted in the London interbank market.

"Maturity," when used with respect to any note, means the date on which the principal of such note or an installment of principal becomes due and payable as provided in the note or the indenture, whether at the Stated Maturity or by declaration of acceleration, call for redemption, repayment at the option of the holder or otherwise.

"Stated Maturity," when used with respect to any note or any installment of principal thereof or interest thereon, means the date specified in such note as the fixed date on which the principal of such note or such installment of principal or interest is due and payable.

Under the indenture, notes may be issued at a discount from their principal amount payable at stated maturity, or with such terms (such as contingent interest, interest holidays, irregular accrual periods, interest payable in additional notes, stepped rates, rates based on multiple or non-conventional interest indices or notes on which payments are tied to the value of a single stock, a basket of stocks, a commodity or a stock or commodities index) so as to cause the notes to be subject to the original issue discount rules of federal, state, local or foreign tax laws. In the event notes are issued at such a discount or with such terms so as to cause original issue discount rules to apply, the terms of such notes and additional disclosure regarding the federal income tax treatment of such notes as well as certain other considerations will be provided in the applicable pricing supplement relating to such notes.

Unless otherwise indicated in a pricing supplement, the covenants contained in the indenture and the notes would not necessarily afford holders of the notes protection in the event of a highly leveraged or other transaction involving us that may adversely affect holders.

Interest rates offered by us with respect to the notes may differ depending upon, among other things, the aggregate principal amount of notes purchased in any single transaction. Notes with similar variable terms other than interest rates, as well as notes with different other variable terms, may be offered concurrently to different investors. Interest rates or formulas and other terms of notes are subject to change by us from time to time, but no such change will affect any note previously issued or as to which an offer to purchase has been accepted by us.

The notes will be our direct, unsecured and unsubordinated obligations. The notes will rank equal in priority with all of our existing and future unsecured and unsubordinated indebtedness and senior in right of payment to any future subordinated debt. At December 31, 2002, we had outstanding

$321.4 million of unsecured and unsubordinated indebtedness. Our indenture contains no restrictions on the amount of additional indebtedness that we may issue.

For certificated notes, payments of principal, premium, if any, and interest payable at Maturity will be made in immediately available funds at the corporate trust office of the trustee in Salt Lake City, Utah or at such other place as we may designate, provided that the certificated note is presented to the trustee in time for the trustee to make such payments in such funds in accordance with its normal procedures. Interest (other than interest payable at Maturity) will be paid by check mailed to the address of the holder as it appears in the security register as of the regular record dates or, at our option, by wire transfer to an account maintained by such holder with a bank located in the United States. Notwithstanding the foregoing, a holder of $10,000,000 or more in aggregate principal amount of certificated notes having the same Interest Payment Dates (as defined below) shall be entitled, upon written request received by the trustee prior to the regular record date in respect of an interest payment, or the date which is fifteen days before the Stated Maturity or date of redemption or repayment of the principal of the notes, as the case may be, to receive payments of principal, premium, if any, and interest by wire transfer to an account maintained by such holder with a bank located in the United States; provided, however, that no payment of principal and premium, if any, will be made without prior notice of presentment and surrender of the notes. If any Stated Maturity or date of redemption or repayment would otherwise be a day that is not a Business Day, payments due on any such day need not be made on such day, but may be made on the next succeeding Business Day (or, in the case of a LIBOR Note, if such day falls in the next succeeding calendar month, the immediately preceding Business Day), with the same force and effect as if made on the due date, and no interest shall accrue for the period from such due date to such succeeding Business Day.

The total amount of any principal, premium, if any, or interest due on any global security (as defined below) representing one or more book-entry notes on any interest payment date or at Maturity will be made available to the trustee on such date. As soon as practicable thereafter, the trustee will make such payments to the depositary in accordance with existing arrangements between the trustee and the depositary. The depositary will allocate such payments to each book-entry note represented by such global security and make payments to the registered owners or holders thereof in accordance with its existing operating procedures. Neither we nor the trustee shall have any responsibility or liability for such payments by the depositary. So long as the depositary or its nominee is the registered owner of any global security, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the book-entry note or book-entry notes represented by such global security for all purposes under the indenture.

Unless otherwise specified in an applicable pricing supplement, the notes will not be subject to any optional or mandatory sinking fund. If provided in an applicable pricing supplement, the notes may be subject to redemption, in whole or in part, prior to their Stated Maturity at our option or through operation of a mandatory or optional sinking fund or analogous provisions at a price or prices (including premiums, if any) determined as set forth in a pricing supplement, together with interest thereon payable to the date of redemption, on notice given no more than 60 nor less than 30 days prior to the date of redemption. If the notes are to be redeemable, the notes will be subject to redemption by us on and after the redemption date, if any, fixed at the time of sale and set forth in the applicable pricing supplement. If no redemption date is indicated in the applicable pricing supplement with respect to a note, such note will not be redeemable prior to Stated Maturity.

If provided in an applicable pricing supplement, the notes will be subject to repayment at the option of the holder of the notes in accordance with the terms of such notes on their respective optional repayment dates, if any, as agreed upon by us and the purchasers of such notes at the time of sale (each, an "Optional Repayment Date"). If no Optional Repayment Date is indicated with respect to a note, such note will not be repayable at the option of the holder of such note prior to its Stated Maturity.

We may at any time purchase notes at any price or prices in the open market or otherwise. Notes so purchased by us may, at our discretion, be held, resold or surrendered to the trustee for cancellation.

Unless otherwise specified in an applicable pricing supplement, each note will bear interest from the date of original issue at the rate per annum or, in the case of a Floating Rate Note, pursuant to the interest rate formula, stated therein and in the applicable pricing supplement until the principal thereof is paid or made available for payment. Interest will be payable in arrears on each date specified in the applicable pricing supplement and in a note on which an installment of interest is due and payable (an "Interest Payment Date") and at Maturity. Interest will be payable generally to the person in whose name a note (or any predecessor security) is registered at the close of business on the regular record date next preceding the related Interest Payment Date; provided, however, that interest payable at Maturity will be payable to the person to whom principal shall be payable. Each interest payment shall be the amount of interest accrued from and including the later of the date of original issue or the most recent Interest Payment Date (in respect of which interest has been paid or duly provided for with respect to such note) to but excluding the next succeeding Interest Payment Date (an "Interest Accrual Period"). Unless otherwise specified in the applicable pricing supplement, the first payment of interest on any note originally issued between a regular record date and the related Interest Payment Date will be made on the Interest Payment Date immediately following the next succeeding regular record date to the holder on such next succeeding regular record date. Interest rates, interest rate formulas and other terms of the notes are subject to change by us from time to time but no such change will affect any notes already issued or as to which offers to purchase have been accepted by us.

Unless otherwise specified in an applicable pricing supplement, we will pay interest on Fixed Rate Notes semiannually on April 1 and October 1 of each year, and the regular record dates in respect of such Interest Payment Dates will be the immediately preceding March 15 and September 15 (whether or not a Business Day), respectively. If any Interest Payment Date or Maturity of a Fixed Rate Note falls on a day that is not a Business Day with respect to such Fixed Rate Note, the payment due on such Interest Payment Date or at Maturity will be made on the following day that is a Business Day with respect to such Fixed Rate Note as if it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or Maturity, as the case may be. Unless otherwise specified in the applicable pricing supplement, interest on each Fixed Rate Note will be computed on the basis of a 360-day year of twelve 30-day months.

Unless otherwise specified in an applicable pricing supplement, Floating Rate Notes will be issued as described below. Interest on Floating Rate Notes will be determined by reference to a "Base Rate," which may be one or more of:

In addition, a Floating Rate Note may bear interest at the lowest of two or more Base Rates determined in the same manner as the Base Rates are determined for the types of Floating Rate Notes described above (except the interest rate for such Floating Rate Notes will not be determined with reference to the Treasury Rate). Each Floating Rate Note will specify the Base Rate or Rates applicable thereto.

The interest rate on each Floating Rate Note will be calculated by reference to the specified Base Rate or the lowest of two or more specified Base Rates, in either case plus or minus the applicable Spread, if any, and/or multiplied by the applicable Spread Multiplier, if any. The "Spread" is the number of basis points to be added to or subtracted from the related Base Rate or Rates applicable to such Floating Rate Note. The "Spread Multiplier" is the percentage of the related Base Rate or Rates applicable to such Floating Rate Note by which said Base Rate or Rates are to be multiplied to determine the applicable interest rate on such Floating Rate Note. The "Index Maturity" is the period to Maturity of the instrument or obligation with respect to which the related Base Rate or Rates are calculated. Each Floating Rate Note will specify the Index Maturity and the Spread, if any, and/or Spread Multiplier, if any, applicable thereto.

Each Floating Rate Note and the applicable pricing supplement will specify whether the rate of interest on such Floating Rate Note will be reset daily, weekly, monthly, quarterly, semiannually, annually or otherwise (each, an "Interest Reset Period") and the date on which such interest rate will be reset (each, an "Interest Reset Date"). Unless otherwise specified in a Floating Rate Note and the applicable pricing supplement, the Interest Reset Date will be, in the case of a Floating Rate Note which resets:

If any Interest Reset Date for any Floating Rate Note would otherwise be a day that is not a Business Day, such Interest Reset Date will be postponed to the next succeeding day that is a Business Day, except that in the case of a LIBOR Note (or a Floating Rate Note for which LIBOR is an applicable Base Rate), if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the last Business Day in the preceding month.

The interest rate applicable to each Interest Reset Period commencing on the Interest Reset Date or Dates with respect to such Interest Reset Period will be the rate determined with respect to the applicable "Interest Determination Date." Unless otherwise specified in an applicable pricing supplement, the Interest Determination Date with respect to the Commercial Paper Rate, the Federal Funds Rate and the Prime Rate will be the second Business Day preceding each Interest Reset Date for the related note. Unless otherwise specified in an applicable pricing supplement, the Interest Determination Date with respect to LIBOR will be the second London Business Day preceding each Interest Reset Date. With respect to the Treasury Rate, unless otherwise specified in an applicable pricing supplement, the Interest Determination Date will be the day in the week in which the Interest Reset Date falls on which day Treasury Bills are normally auctioned (Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday); provided, however, that if, as a result of a legal holiday, an auction is held on the Friday of the week preceding the Interest Reset Date, the related Interest Determination Date shall be such preceding Friday; and provided, further, that if an auction shall fall on any Interest Reset Date, then the related Interest Reset Date shall instead be the first Business Day immediately following such auction. Unless otherwise specified in the applicable pricing supplement, the Interest Determination Date pertaining to a Floating Rate Note the interest rate of which is determined with reference to two or more Base Rates will be the first Business Day which is at least two Business Days prior to such Interest Reset Date for such a Floating Rate Note on which each Base Rate shall be determinable. Each Base Rate shall be determined and compared on such date, and the applicable interest rate shall take effect on the related Interest Reset Date.

Any Floating Rate Note may also specify either or both a maximum limit and a minimum limit on the rate at which interest may accrue during any Interest Accrual Period. In addition to any maximum interest rate that may be applicable to any Floating Rate Note pursuant to the preceding sentence, the interest rate on Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application.

Except as provided below or in the applicable pricing supplement, interest will be payable, in the case of a Floating Rate Note which resets:

and, in each case, at Maturity. If any Interest Payment Date for a Floating Rate Note falls on a day that is not a Business Day with respect to such Floating Rate Note, such Interest Payment Date will be the following day that is a Business Day with respect to such Floating Rate Note, except that, in the case of a LIBOR Note (or a Floating Rate Note for which LIBOR is an applicable Base Rate), if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day with respect to such Floating Rate Note. If the Maturity of a Floating Rate Note falls on a day that is not a Business Day with respect to such Floating Rate Note, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day with respect to such Floating Rate Note, and no interest on such payment shall accrue for the period from and after Maturity. Unless otherwise specified in a Floating Rate Note and the applicable pricing supplement, the regular record date or Dates for interest payable on such Floating Rate Note will be the fifteenth day (whether or not a Business Day) immediately preceding the related Interest Payment Date or Dates.

The interest rate in effect with respect to a Floating Rate Note on each day that is not an Interest Reset Date will be the interest rate determined as of the Interest Determination Date pertaining to the immediately preceding Interest Reset Date and the interest rate in effect on any day that is an Interest Reset Date will be the interest rate determined as of the Interest Determination Date pertaining to such Interest Reset Date, subject in either case to applicable provisions of law and any maximum or minimum interest rate limitation referred to in such Floating Rate Note; provided, however, that the interest rate in effect with respect to a Floating Rate Note for the period from the date of original issue to the first Interest Reset Date will be the rate specified as such in the applicable pricing supplement and the related Floating Rate Note (the "Initial Interest Rate") and unless otherwise specified in the applicable pricing supplement the interest rate in effect for the ten calendar days immediately prior to a Maturity will be the interest rate in effect on the tenth calendar day preceding such Maturity.

Unless otherwise specified in the applicable pricing supplement, with respect to each Floating Rate Note, accrued interest is calculated by multiplying its face amount by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day from the later of the date of issue, or from the last date to which interest has been paid or duly provided for, to the date for which accrued interest is being calculated. Unless otherwise specified in the applicable pricing supplement, the interest factor for each such day is computed by dividing the interest rate applicable to such day by 360, in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes, or Prime Rate Notes or by the actual number of days in the year, in the case of Treasury Rate Notes. Unless otherwise specified in an applicable pricing supplement, the interest factor for notes for which the interest rate is calculated with reference to two or more Base Rates will be calculated in each period in the same manner as if only the lowest of the applicable Base Rates applied.

All percentages resulting from any calculation on Floating Rate Notes will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) will be rounded upward to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation on Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upward).

Unless otherwise specified in an applicable pricing supplement, the trustee will be the calculation agent. Upon the request of the holder of any Floating Rate Note, the calculation agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective as a result of a determination made for the next succeeding Interest Reset Date with respect to such Floating Rate

Note. Unless otherwise specified in an applicable pricing supplement, the calculation date, if applicable, pertaining to any Interest Determination Date will be the earlier of:

The interest rate in effect with respect to a Floating Rate Note from the date of original issue to the first Interest Reset Date will be the Initial Interest Rate. The interest rate for each subsequent Interest Reset Date will be determined by the calculation agent as follows:

Commercial Paper Rate. Commercial Paper Rate Notes will bear interest at the interest rates (calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any) specified in such Commercial Paper Rate Notes and in an applicable pricing supplement.

Unless otherwise specified in an applicable pricing supplement, "Commercial Paper Rate" means, with respect to any Interest Determination Date relating to a Commercial Paper Rate Note or any Interest Determination Date for a note for which the Commercial Paper Rate is one of the Base Rates (a "Commercial Paper Rate Interest Determination Date"), the Money Market Yield (as defined below) on such date of the rate for commercial paper having the Index Maturity specified in the applicable pricing supplement as published by the Board of Governors of the Federal Reserve System in "Statistical release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)") under the heading "Commercial Paper—Nonfinancial" or, if unavailable, under such other heading representing commercial paper issued by non-financial entities whose bond rating is "AA," or the equivalent, from a nationally recognized statistical rating organization. In the event that such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Commercial Paper Rate Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield on such Commercial Paper Rate Interest Determination Date of the rate for commercial paper having the Index Maturity specified in the applicable pricing supplement as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M. Quotations for U.S. Governmental Securities" or any successor publication ("Composite Quotations") under the heading "Commercial Paper" (with an Index Maturity of one month or three months being deemed to be equivalent to an Index Maturity of thirty days or ninety days, respectively). If such rate is not published in either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on such Calculation Date, then the Commercial Paper Rate will he calculated by the calculation agent and will be the Money Market Yield of the arithmetic mean of the offered rates, as of approximately 11:00 A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, of three leading dealers of commercial paper in The City of New York (which may include one or more of the agents or their affiliates) selected by the calculation agent (after consultation with us) for commercial paper having the specified Index Maturity placed for a nonfinancial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers selected as aforesaid by the calculation agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

"Money Market Yield" means a yield (expressed as a percentage) calculated in accordance with the following formula:

Money Market Yield

[

D x 360
360 - (D x M)

]

100

where "D" refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal and "M" refers to the actual number of days in the interest period for which interest is being calculated.

Federal Funds Rate. Federal Funds Rate Notes will bear interest at the interest rates (calculated with reference to the Federal Funds Rate and the Spread and/or Spread Multiplier, if any) specified in such Federal Funds Rate Notes and in an applicable pricing supplement.

Unless otherwise specified in an applicable pricing supplement, "Federal Funds Rate" means, with respect to any Interest Determination Date relating to a Federal Funds Rate Note or a Floating Rate Note for which the interest rate is determined with reference to the Federal Funds Rate (a "Federal Funds Rate Interest Determination Date"), the rate on such date for United States dollar federal funds as published in H.15(519) under the heading "Federal Funds (Effective)" or, if not published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Federal Funds Rate Interest Determination Date as published in Composite Quotations under the heading "Federal Funds/Effective Rate." If such rate is not published in either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the related Calculation Date, then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date will be calculated by the calculation agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of federal funds transactions in The City of New York (which may include the agents or their affiliates) selected by the calculation agent prior to 9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the calculation agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interests Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date.

LIBOR. LIBOR Notes will bear interest at the interest rates (calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if any) specified in such LIBOR Notes and in an applicable pricing supplement.

Unless otherwise specified in an applicable pricing supplement, "LIBOR" means the rate determined by the calculation agent in accordance with the following provisions:

Prime Rate. Prime Rate Notes will bear interest at the interest rates (calculated with reference to the Prime Rate and the Spread and/or Spread Multiplier, if any) specified in such Prime Rate Notes and in an applicable pricing supplement.

Unless otherwise specified in an applicable pricing supplement, "Prime Rate" means:

"Reuters Screen USPRIME1 Page" means the display on the Reuter Monitor Money Rates Service (or any successor service) on the "USPRIME1" page (or such other page as may replace the USPRIME1 page on such service) for the purpose of displaying prime rates or base lending rates of major United States banks.

Treasury Rate. Treasury Rate Notes will bear interest at the interest rates (calculated with reference to the Treasury Rate and the Spread and /or Spread Multiplier, if any) specified in such Treasury Rate Notes and in an applicable pricing supplement.

Unless otherwise specified in an applicable pricing supplement, "Treasury Rate" means, with respect to any Interest Determination Date relating to a Treasury Rate Note or any Floating Rate Note for which the interest rate is determined by reference to the Treasury Rate (a "Treasury Rate Interest Determination Date"), the rate applicable to the most recent auction of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified in the applicable pricing supplement, as such rate is published in H.15(519) under the heading "Treasury Bills—auction average (investment)" or, if not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury.

In the event that the results of the auction of Treasury Bills having the specified Index Maturity are not reported as provided by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held in a particular week, then the Treasury Rate shall be calculated by the calculation agent and shall be a yield to Maturity (expressed as a bond equivalent on the basis of a year of 365 days or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers (which may include one or more of the agents or their affiliates) selected by the calculation agent (after consultation with us), for the issue of Treasury Bills with a remaining Maturity closest to the specified index Maturity; provided, however, that if the dealers selected as aforesaid by the calculation agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Any provisions with respect to the determination of a Base Rate, the specification of a Base Rate, calculation of the interest rate applicable to a Floating Rate Note, its Interest Payment Dates or any other matter relating thereto may be modified by the terms as specified under "Other Provisions" on the face of the applicable notes or in an Addendum relating to the applicable notes, if so specified on the face of the applicable notes and described in the applicable pricing supplement.

We may offer notes ("Discount Notes") from time to time that have an issue price (as specified in the applicable pricing supplement) that is less than 100% of the principal amount of the applicable notes by more than a percentage equal to the product of 0.25% and the number of full years to the Stated Maturity. Discount Notes may not bear any interest currently or may bear interest at a rate that is below market rates at the time of issuance. The difference between the issue price of a Discount Note and 100% of the principal amount is referred to as the "discount." In the event of redemption, repayment or acceleration of Maturity of a Discount Note, the amount payable to the holder of such Discount Note will be equal to the sum of (i) the issue price (increased by any accruals of discount) and, in the event of any redemption of such Discount Note (if applicable), multiplied by the redemption percentage (as adjusted by the annual redemption percentage reduction, if applicable) and (ii) any unpaid interest accrued thereon to the date of such redemption, repayment or acceleration of Maturity, as the case may be.

Unless otherwise specified in the applicable pricing supplement, for purposes of determining the amount of discount that has accrued as of any date on which a redemption, repayment or acceleration of Maturity occurs for a Discount Note, such discount will be accrued using a constant yield method. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates for the applicable Discount Note (with ratable accruals within a compounding period), a coupon rate equal to the initial coupon rate applicable to such Discount Note and an assumption that the Maturity of such Discount Note will not be accelerated. If the period from the date of issue to the initial Interest Payment Date for a Discount Note (the "Initial Period") is shorter than the compounding period for such Discount Note, a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding periods, then such period will be divided into a regular compounding period and a short period with the short period being treated as provided in the preceding sentence. The accrual of the applicable discount may differ from the accrual of original issue discount for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), certain Discount Notes may not be treated as having original issue discount within the meaning of the Code, and notes other than Discount Notes may be treated as issued with original issue discount for federal income tax purposes. In the event notes are issued at such a discount or with such terms so as to cause original issue discount rules under federal tax laws to apply, the terms of such notes and additional disclosure regarding the federal income tax treatment of such notes as well as certain other considerations will be provided in the applicable pricing supplement relating to such notes.

Upon issuance, all book-entry notes having the same original issue date, Stated Maturity and otherwise having identical terms and provisions will be represented by a single global security. Each global security representing book-entry notes will be deposited with, or on behalf of, the depositary. Except as set forth below, a global security may not be transferred except as a whole by the depositary to a nominee of the depositary or by a nominee of the depositary to the depositary or another nominee of the depositary or by the depositary or any nominee to a successor of the depositary or a nominee of such successor.

Upon our issuance of book-entry notes represented by a global security, the depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the book-entry notes represented by such global security to the accounts of participants. The accounts to be credited shall be designated by the applicable agent or the underwriter of such book-entry notes, as the case may be. Ownership of beneficial interests in a global security will be limited to participants or persons that hold interests through participants. Ownership of beneficial interests in book-entry notes

represented by a global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary (with respect to interest of participants in the depositary), or by participants in the depositary or persons that may hold interests through such participants (with respect to persons other than participants in the depositary). The laws of some states may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interest in a global security.

So long as the depositary for a global security, or its nominee, is the registered owner of the global security, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the book-entry notes represented by such global security for all purposes under the indenture. Except as provided below, owners of beneficial interests in book-entry notes represented by a global security will not be entitled to have book-entry notes represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of book-entry notes in definitive form, known as certificated notes, and will not be considered the owners or holders of such book-entry notes under the indenture.

The Depository Trust Company, or DTC, will be the initial depositary with respect to the book-entry notes. The book-entry notes will be issued as fully registered securities registered in the name of Cede & Co., DTC's partnership nominee. One fully registered global security will be issued for each issue of book-entry notes having the same terms and provisions, each in the aggregate principal amount of such issue, and will be deposited with DTC.

DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the clearance and settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need of physical movement of securities certificates. Direct participants of DTC include securities brokers and dealers (including the agents), banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to DTC's system is also available to others, known as indirect participants, such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the Securities and Exchange Commission.

Purchases of book-entry notes under DTC's system must be made by or through direct participants, which will receive a credit for such book-entry notes on DTC's records. The ownership interest of each actual purchaser, or beneficial owner, of each book-entry note represented by a global security is in turn to be recorded on the records of direct participants and indirect participants. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct participants or indirect participants through which such beneficial owner entered into the transaction. Transfer of ownership interests in a global security representing book-entry notes are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners of a global security representing book-entry notes will not receive certificated notes representing their ownership interests in such global security, except in the limited circumstances described above.

To facilitate subsequent transfers, all global securities representing book-entry notes which are deposited with, or on behalf of, DTC are registered in the name of DTC's nominee, Cede & Co. The deposit of global securities with, or on behalf of, DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the global securities representing the book-entry notes; DTC's records reflect only the identity of the direct participants to whose accounts such book-entry notes are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither DTC nor Cede & Co. will consent or vote with respect to the global securities representing the book-entry notes. Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose account the book-entry notes are credited on the applicable record date (identified in a listing attached to the omnibus proxy).

Principal, premium, if any, and/or interest, if any, payments on the global securities representing the book-entry notes will be made by us through the trustee in immediately available funds to DTC or its nominee, as the case may be, as the registered owner of such global securities. DTC' s practice is to credit direct participants' accounts on the applicable payment date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on such date. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participant and not of DTC, the trustee or ours, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and/or interest, if any, to DTC is the responsibility of ours and the trustee, disbursement of such payments to direct participants shall be the responsibility of DTC, and disbursement of such payments to the beneficial owners shall be the responsibility of direct participants and indirect participants. None of us, the trustee, the Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

If applicable, redemption notices shall be sent to Cede & Co. If less than all of the book-entry notes are being redeemed, DTC's practice is to determine by lot the amount of the interest of each direct participant in such issue to be redeemed.

Unless otherwise specified in the applicable pricing supplement, book-entry notes represented by a global security will be exchanged for certificated notes of like tenor and terms and of differing authorized denominations in a like aggregate principal amount, only if:

Under such circumstances, certificated notes will be printed and delivered. Upon any such exchange, the certificated notes shall be registered in the names of the beneficial owners of the global security or

securities representing book-entry notes, which names shall be provided by the depositary's relevant participants (as identified by the depositary) to the trustee.

Subject to certain exceptions, we will not, and will not permit any Subsidiary to, create, assume or suffer to exist, otherwise than in favor of us or a Subsidiary, any mortgage, pledge, lien, encumbrance, or security interest (collectively, "Liens") upon any of our properties or assets or upon any income or profits therefrom unless the notes shall be equally and ratably secured. This prohibition will not apply to:

Also excepted from the general prohibition are various other liens including, but not limited to: mechanics' or materialmen's liens, certain governmental liens, certain leases, certain judgment liens, and certain liens arising in connection with leases, easements and rights-of-way for pipeline or distribution plant purposes.

Certain terms used in the indenture are defined and are used in this prospectus as follows:

"Attributable Debt" means, as of the date of determination, the present value of net rent for the remaining term of a capital lease, determined in accordance with accounting principles generally accepted in the United States ("GAAP"), which is part of a Sale and Leaseback Transaction (as defined), including any periods for which the lessee has the right to renew or extend the lease. For purposes of the foregoing, "net rent" means the sum of capitalized rental payments required to be paid by the lessee, other than amounts required to be paid by the lessee for maintenance, repairs, insurance, taxes, assessments, energy, fuel, utilities and similar charges. In the case of a capital lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered to be required to be paid under such lease subsequent to the first date upon which it may be so terminated.

provided that in determining the consolidated retained earnings and paid-in capital of ours and our Subsidiaries no effect shall be given to any unrealized write-up or write-down in the value of assets or any amortization thereof, except for accumulated provisions for depreciation, depletion, amortization and property retirement which shall have been created by charges made by us or any of our Subsidiaries on our books.

"Consolidated Funded Debt" means the Funded Debt of ours and our Subsidiaries, consolidated in accordance with GAAP.

"Funded Debt" means all Indebtedness that will mature, pursuant to a mandatory sinking fund or prepayment provision or otherwise, and all installments of Indebtedness that will fall due, more than one year from the date of determination. In calculating the Maturity of any Indebtedness, there shall be included the term of any unexercised right of the debtor to renew or extend such Indebtedness existing at the time of determination.

"Indebtedness" means all items of indebtedness for borrowed money (other than unamortized debt discount and premium) which would be included in determining total liabilities as shown on the liability side of a balance sheet prepared in accordance with GAAP as of the date as of which Indebtedness is to be determined, and shall include Indebtedness for borrowed money (other than unamortized debt discount and premium) with respect to which we or any Subsidiary customarily pays interest secured by any mortgage, pledge or other lien or encumbrance of or upon, or any security interest in, any properties or assets owned by us or any Subsidiary, whether or not the Indebtedness secured thereby shall have been assumed, and shall also include guarantees of Indebtedness of others; provided that in determining Indebtedness of ours or any Subsidiary there shall be included the aggregate liquidation preference of all outstanding securities of any Subsidiary senior to its Common Stock that are not owned by us or a Subsidiary; and provided, further, that Indebtedness of any Person shall not include the following:

"Sale and Leaseback Transaction" means an arrangement in which we or a Subsidiary sells any of our or its property which was placed into service more than 120 days prior to such sale to a Person and leases it back from that Person within 180 days of the sale.

Nothing contained in the indenture or in any of the notes shall prevent any consolidation or merger of us with or into any other Person (whether or not affiliated with us), or successive consolidations or mergers in which we or our successor shall be a party, or shall prevent any conveyance, transfer or lease of our property as an entirety or substantially as an entirety, to any other Person (whether or not affiliated with us); provided, however, that:

The following are Events of Default under the indenture with respect to any notes:

If an Event of Default with respect to notes at the time outstanding shall occur and be continuing, then and in every such case (unless the principal of all the notes shall have already become due and payable) the trustee or the holders of at least 33¹/3% in principal amount of the outstanding notes may declare to be due and payable immediately, by a notice in writing to us (and to the trustee if given by holders), the entire principal amount of all the outstanding notes. At any time after such declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been

obtained by the trustee, the holders of a majority in principal amount of the outstanding notes, by written notice to us and the trustee, may, in certain circumstances, rescind and annul such declaration,

No holder of any notes shall have any right to institute any proceeding with respect to the indenture or for any remedy thereunder, unless such holder previously shall have given to the trustee written notice of a default and unless also the holders of at least 25% of the principal amount of outstanding notes shall have made written request upon the trustee, and have offered reasonable indemnity, to institute such proceeding as the trustee may request, and the trustee shall not have received direction inconsistent with such request in writing by the holders of a majority in principal amount of outstanding notes and shall have neglected or refused to institute such proceeding within 60 days. However, the rights of any holder of any notes to enforce the payment of principal, premium, if any, and interest due on and any Additional Amount with respect to such notes on or after the dates expressed in such notes may not be impaired or affected.

We will be required to furnish to the trustee an annual statement as to our fulfillment of all of our obligations under the indenture.

The holders of a majority in principal amount of the outstanding notes may waive certain past defaults, except a default in the payment of the principal of (or premium, if any) or interest on any note or in respect of any covenant or provision in the indenture which under the terms of the indenture cannot be modified without the consent of all holders of outstanding notes. The holders of a majority in aggregate principal amount of outstanding notes may waive our compliance with certain restrictive provisions.

We and the trustee may modify and amend the indenture with the consent of the holders of a majority in aggregate principal amount of the outstanding notes, provided that no such modification or amendment may, without the consent of the holder of each note affected thereby:

Unless otherwise specified in the applicable pricing supplement, defeasance and covenant defeasance are each conditioned upon our delivery to the trustee of an Opinion of Counsel to the effect that the holders of the notes will have no federal income tax consequences as a result of such deposit. The applicable pricing supplement may further describe the provisions, if any, permitting such defeasance or covenant defeasance with respect to the related notes (including any modifications to the provisions described above) and the effect of such defeasance or covenant defeasance under federal tax law.

Wells Fargo Bank Northwest, National Association (f/k/a First Security Bank, N.A.) is the trustee under the indenture. The indenture contains certain limitations on the rights of the trustee, should it become our creditor, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions with us; however, if it acquires a conflicting interest it must eliminate such conflict or resign or otherwise comply with the Trust Indenture Act of 1939, as amended. The indenture also provides that we will indemnify the trustee against loss, liability or expense incurred without negligence or bad faith on the part of the trustee arising out of or in connection with the trust under the indenture.

We are offering the notes on a continuing basis for sale by us through the agents, who have agreed to use their reasonable efforts to solicit offers to purchase the notes, and we may also sell the notes to an agent, as principal, for resale to investors and other purchasers at varying prices related to prevailing market prices at the time of resale as determined by the applicable agent or, if so specified in the applicable pricing supplement, for resale at a fixed offering price. We also reserve the right to sell notes directly on our own behalf or through additional agents, acting either as agent or principal, on substantially identical terms as those applicable to the agents. We reserve the right to withdraw, cancel or modify the offer made hereby without notice and may reject orders, in whole or in part, whether placed directly with us or through one of the agents. The agents will have the right, in their discretion reasonably exercised, to reject in whole or in part any offer to purchase notes received by them. We will pay the agents, in the form of a discount or otherwise, a commission which, depending on the Stated Maturity of the note, will range from .125% to .750% of the principal amount of any note sold through the agents. The amount of any such commission payable to the agent will be set forth in the applicable pricing supplement.

In addition, the agents may offer the notes they have purchased as principal to other dealers. The agents may sell notes to any dealer at a discount and, unless otherwise specified in the applicable pricing supplement, such discount allowed to any dealer will not be in excess of the discount to be received by such agent from us. Unless otherwise indicated in the applicable pricing supplement, any note sold to an agent as principal will be purchased by such agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a note of identical Maturity, and may be resold by the agent to investors and other purchasers from time to time in one or more transactions, including negotiated transactions, at varying prices determined at the time of sale or, if so agreed, at a fixed public offering price. After the initial public offering of notes to be resold to investors and other purchasers, the public offering price (if resold on a fixed public offering price basis), concession and discount may be changed.

Unless otherwise specified in the applicable pricing supplement, you will be required to pay the purchase price of your notes in immediately available funds in New York City on the date of settlement.

In connection with the offering of the notes purchased by one or more agents as principal on a fixed price basis, the agents are permitted to engage in certain transactions that stabilize the price of the notes. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the notes. If the agents create a short position in the notes in connection with the offering, i.e., if they sell notes in an aggregate principal amount exceeding that set forth in the applicable pricing supplement, the agents may reduce that short position by purchasing notes in the open market.

In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases.

Neither we nor any of the agents makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, neither we nor any of the agents makes any representation that the agents will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.

The notes are a new issue of securities with no established trading market. Unless otherwise specified in the applicable pricing supplement, the notes will not be listed on any securities exchange. Each of the agents may from time to time purchase and sell notes in the secondary market, but no agent is obligated to do so, and there can be no assurance that there will be a secondary market for the notes or liquidity in the secondary market if one develops. From time to time, each of the agents may

make a market in the notes, but no agent is obligated to do so and may discontinue any market-making activity at any time.

Each agent may be deemed to be an "underwriter" within the meaning of the Securities Act. We have agreed to indemnify each of the agents against, or to make contributions relating to, certain civil liabilities, including civil liabilities under the Securities Act. We have agreed to reimburse each of the agents for certain expenses.

Certain of the agents have provided and will provide from time to time certain financial advisory services to us and Questar and certain of our affiliates. Affiliates of Banc One Capital Markets, Inc., SunTrust Robinson Humphrey and Wachovia Securities are lenders to certain of our affiliates. Merrill Lynch and Banc One Capital Markets are agents under the medium term notes for our affiliate, Questar Pipeline. Merrill Lynch also is a commercial paper issue agent for Questar. The trustee, Wells Fargo Bank Northwest, National Association, is also a lender to certain of our affiliates.

Certain legal matters will be passed upon for us by Connie C. Holbrook, Senior Vice President, General Counsel and Corporate Secretary of Questar Corporation, 180 East 100 South Street, Salt Lake City, Utah 84111, and by Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036. Sidley Austin Brown & Wood LLP, 555 California Street, San Francisco, California 94104, will act as counsel for the agents. In rendering their opinion, Sidley Austin Brown & Wood LLP may rely upon the opinion of Ms. Holbrook as to all matters governed by Utah law. As of February 18, 2003, Ms. Holbrook beneficially owned 128,936 shares of common stock of Questar and held vested options to purchase an additional 130,046 shares of Questar common stock.

Ernst & Young LLP, independent auditors, have audited our financial statements and schedule included in our annual report on Form 10-K for the year ended December 31, 2001, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing.

We file annual, quarterly and special reports and other information with the Securities and Exchange Commission. You may read and copy any document we file at the public reference facilities of the SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain information on the operation of the SEC's public reference facilities by calling the SEC at 1-800-SEC-0330. You can also obtain copies of this material from commercial retrieval services and electronically at the SEC's Internet web site at http://www.sec.gov.

We have filed with the SEC a registration statement on Form S-3 (Registration No. 333-103478). This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement. Certain parts of the registration statement are omitted from the prospectus in accordance with the rules and regulations of the SEC.

The SEC permits us to "incorporate by reference" information we file with them into this document, which means that we can disclose important information to you by referring you to those documents filed with the SEC. The information incorporated by reference is considered to be part of this prospectus, and information that we file (or that is deemed to have been filed) with the SEC after the date of this prospectus will automatically update and supersede this information. This prospectus

incorporates by reference the documents set forth below that we previously filed with the SEC. These documents contain important information about our operations.

Filing		Period
Annual Report on Form 10-K		Year ended December 31, 2001
Quarterly Report on Form 10-Q		Quarter ended March 31, 2002
Quarterly Report on Form 10-Q		Quarter ended June 30, 2002
Quarterly Report on Form 10-Q		Quarter ended September 30, 2002
Current Report on Form 8-K		Dated August 14, 2002
Current Report on Form 8-K		Dated December 30, 2002

We also incorporate by reference any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we sell all of the notes being registered or until this offering is otherwise terminated.

If you request a copy of any or all of the documents incorporated by reference, then we will send to you the copies you requested at no charge. However, we will not send exhibits to the documents unless exhibits are specifically incorporated by reference in those documents. You should direct requests for copies to: Corporate Secretary, Questar Gas Company, 180 East 100 South Street, Salt Lake City, Utah 84111; telephone number (801) 324-5202.

No dealer, salesperson or other individual has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus or any prospectus supplement (including the applicable pricing supplement) in connection with the offer made by this prospectus and such prospectus supplement and, if given or made, such information or representations must not be relied upon as having been authorized by us or any agent. Neither the delivery of this prospectus or any prospectus supplement (including the applicable pricing supplement) nor any sale made hereunder shall under any circumstance create an implication that there has been no change in our affairs since the date hereof or thereof. This prospectus or any prospectus supplement (including the applicable pricing supplement) shall not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.