SUN ENERGY PARTNERS LP
8-K, 1999-06-30
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                   Form 8-K

                                CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): June 30, 1999



                           SUN ENERGY PARTNERS, L.P.
              (Exact Name of registrant specified in its charter)

Delaware                        1-9033                    75-2070723
(State or other Jurisdiction    (Commission File Number)  (I.R.S. employer
of Incorporation)                                         Identification No.)

                           123 Robert S. Kerr Avenue
                        Oklahoma City, Oklahoma  73102
                   (Address of principal executive offices)
                 Registrant's telephone number: (405) 270-1313

<PAGE>

Item 5.   Other Events

          Information contained in the press release dated June 30, 1999 is
incorporated herein by reference.


Item 7.   Financial Statements, Pro Forma Financial Statements and Exhibits

          Exhibit 99.1     Press Release dated June 30, 1999.







































                                      -2-

<PAGE>

                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                            SUN ENERGY PARTNERS, L.P.

                            By:   Kerr-McGee Corporation,
                                  Managing General Partner


                                  By:   /s/ Deborah A. Kitchens
                                        -------------------------------------
                                        Name:  Deborah A. Kitchens
                                        Title:  Vice President and Controller


Date:  June 30, 1999


























                                      -3-

<PAGE>

                                 Exhibit Index

Exhibit No.

99.1             Press Release dated June 30, 1999.







































                                      -4-




         Kerr-McGee Completes Roll-up Merger of Sun Energy Partners

         OKLAHOMA CITY (June 30, 1999) -- Kerr-McGee Corp. (NYSE: KMG)
announced today the completion of the roll-up merger of Sun Energy Partners,
L.P. (NYSE: SLP), a master limited partnership controlled by Kerr-McGee.

         Pursuant to the roll-up merger, each of the 7,543,100 publicly held
limited partnership units in Sun Energy Partners has been converted into the
right to receive cash consideration.  An initial $4.52 per unit will be paid
to unitholders upon proper surrender of the certificates for their units.  An
additional $1.23 per unit will be paid to unitholders subject to and upon
final, non-appealable court approval of the previously announced settlement
of litigation brought by unitholders in connection with the merger, together
with interest from the date of the merger to the date of court approval.

         In connection with the merger, Sun Energy Partners has filed to
terminate registration of the units with the Securities and Exchange
Commission and applied to de-list the units from the New York Stock Exchange.

         A formal notice of merger and documentation for the surrender of
certificates representing units will be distributed to unitholders soon.

         Kerr-McGee is an Oklahoma City-based energy and chemical company with
worldwide operations and assets of $5.5 billion.

                                     # # #

CONTACT:         Debbie Schramm
                 (405) 270-2877
99-




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