SUN ENERGY PARTNERS LP
15-12B, 1999-07-01
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                         Commission File Number    1-9033
                                                                   ------

                           Sun Energy Partners, L.P.
- ------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

   123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102, (405) 270-1313
- ------------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
                 registrant's principal executive offices)

                               Depositary Units
- ------------------------------------------------------------------------------
           (Title of each class of securities covered by this Form)

                                     None.
- ------------------------------------------------------------------------------
  (Titles of all other classes of securities for which a duty to file reports
                   under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)     /X/               Rule 12h-3(b)(1)(i)   /X/
     Rule 12g-4(a)(1)(ii)    / /               Rule 12h-3(b)(1)(ii)  / /
     Rule 12g-4(a)(2)(i)     / /               Rule 12h-3(b)(2)(i)   / /
     Rule 12g-4(a)(2)(ii)    / /               Rule 12h-3(b)(2)(ii)  / /
                                               Rule 15d-6            / /
     Approximate number of holders of record as of the certification or
notice date:      One
                  ---

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Kerr-McGee Corporation, the managing general partner of Sun Energy Partners,
L.P., has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.

Date:   June 30, 1999               By:  /s/ Tom J. McDaniel
                                        ----------------------
                                          Vice Chairman
<PAGE>



Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.  The
registrant shall file with the Commission three copies of Form 15, one of
which shall be manually signed.  It may be signed by an officer of the
registrant, by counsel or by any other authorized person.  The name and title
of the person signing the form shall be typed or printed under the signature.








































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