_____________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)*
KINDER MORGAN ENERGY PARTNERS, L.P.
(Name of Issuer)
_____________________
Common Units
(Title of Class of Securities)
____________________
494550-10-6
(CUSIP Number)
Kinder Morgan (Delaware), Inc.
1301 McKinney, Suite 3400
Houston, Texas 77010
Attn: Mr. Joseph Listengart
(713) 844-9500
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
with a copy to:
Mr. David L. Ronn
Bracewell & Patterson, L.L.P.
South Tower Pennzoil Place
711 Louisiana Street, Suite 2900
Houston, Texas 77002-2781
713-221-1352
________________________
March 6, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report this acquisition that is the subject of this
Schedule 13D, and is filing this Schedule because of Rule 13d-
1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box:
[ ]
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
*Final Amendment
<PAGE> 2
SCHEDULE 13D
CUSIP NO.: 494550-10-6
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1 Name of Reporting Person; S.S. or IRS Identification
Number
Kinder Morgan (Delaware), Inc.
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2 Check the Appropriate Box If A Member of a Group
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds
00
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5 Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Item 2(d) or 2(e)
[ ]
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6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
0
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8 Shared Voting Power
862,000 Common Units (1)
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
862,000 Common Units (1)
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11 Aggregate Amount Beneficially Owned by Each Reporting
Person
862,000 Common Units
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12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
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13 Percent of Class Represented by Amount in Row (11)
1.5%
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14 Type of Reporting Person
CO
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1. See Item 5.
<PAGE> 3
AMENDMENT NO. 2 TO
STATEMENT ON SCHEDULE 13D
Preliminary Statement:
This Amendment No. 2 amends and supplements Amendment No. 1
to the Statement on Schedule 13D filed with the Securities and
Exchange Commission by Kinder Morgan (Delaware), Inc., a Delaware
corporation and formerly Kinder Morgan, Inc. (the "Reporting
Person"), on February 14, 1997 ("Amendment No. 1"), relating to
the common units of limited partnership interest (the "Common
Units") of Kinder Morgan Energy Partners, L.P., a Delaware
limited partnership ("Issuer") in which the Reporting Person has
an indirect beneficial ownership interest through Kinder Morgan
G.P., Inc., a Delaware corporation and a wholly-owned subsidiary
of the Reporting Person ("KMGP"). The principal terms used but
not defined herein shall have the meanings ascribed thereto in
Amendment No. 1.
Except as specifically provided herein, this Amendment No. 2
does not modify any of the information previously reported on
Amendment No. 1. This Amendment No. 2 speaks as of its date and
no inference should be drawn that no change has occurred in the
facts set forth herein after the date hereof.
Item 1. Security and Issuer.
Item 1 is hereby amended and supplemented by replacing the
current paragraph with the following:
This Statement on Schedule 13D relates to the Common
Units of Limited Partnership Interest ("Common Units") of
Kinder Morgan Energy Partners, L.P., a Delaware limited
partnership (the "Issuer"), whose principal executive
office is located at 1301 McKinney, Suite 3400, Houston,
Texas 77010.
Item 2. Identity and Background.
Item 2 is hereby amended and supplemented by replacing the
current paragraphs with the following:
This Statement is filed by Kinder Morgan (Delaware),
Inc., a Delaware corporation and formerly Kinder Morgan,
Inc. (the "Reporting Person"). The Reporting Person owns
all of the issued and outstanding capital stock of KMGP,
which is the sole general partner of the Issuer. The
Reporting Person is thereby the indirect beneficial owner of
the 862,000 Common Units owned by KMGP. KMGP will file a
separate Amendment No. 2 to its Statement on Schedule 13D
indicating that it has ceased being the beneficial owner of
five percent (5%) of such Common Units as of March 6, 1998.
The address of the principal business office of the
Reporting Person is 1301 McKinney, Suite 3400, Houston,
Texas 77010.
<PAGE> 4
Information relating to the directors and executive
officers of the Reporting Person is contained in Appendix A
attached hereto and is incorporated herein by reference.
None of the Reporting Person or, to the undersigned's
knowledge, any person listed on Appendix A hereto, has been
during the last five years (a) convicted of any criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
United States federal or state securities laws or finding
any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
No change.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended and supplemented by replacing the
current paragraphs with the following:
The Reporting Person holds Common Units as
reported herein for the purposes of investment. The
Reporting Person has no present plan or proposal with
respect to any action that would relate to or result in
the occurrence of any of the matters enumerated under
Item 4 of Schedule 13D. The Reporting Person reserves
the right to formulate specific plans or proposals with
respect to, or to change their intentions regarding,
any or all of the foregoing.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented by replacing the
current paragraphs with the following:
(a) As set forth herein, the Reporting Person has
indirect beneficial ownership through KMGP of 862,000
Common Units, which represent approximately 1.5% of the
outstanding Common Units, based upon (i) the number of
Common Units outstanding as of November 8, 1999, as
reported on the Issuer's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1999, and
(ii) the additional 9,810,000 Common Units issued as
part of a private transaction recently completed by the
Issuer. The directors and executive officers of the
Reporting Person disclaim any beneficial ownership of
the Common Units owned by KMGP.
(b) KMGP has sole voting and sole dispositive
power over the 862,000 Common Units that it owns.
Neither the Reporting Person, the directors, nor the
executive officers of the Reporting Person individually
have the power to vote or direct the vote of, or
dispose of direct the disposition of, Common Units
owned by KMGP, or to dispose or direct the disposition
of, or receive or direct the receipt of,
<PAGE> 5
dividends with respect to such Common Units deemed to be
beneficially owned by KMGP. As the sole stockholder of KMGP,
the Reporting Person has the power to elect the Board of
Directors of KMGP, however, all decisions regarding
Common Units owned by KMGP are within the exclusive
authority of the Board of Directors of KMGP.
(c) The Reporting Person has not effected any
transactions in the past 60 days involving Common
Units.
(d) Neither the Reporting Person, the directors,
nor the executive officers of the Reporting Person have
the power to dispose or direct the disposition of, or
receive or direct the receipt of, dividends with
respect to Common Units deemed to be beneficially owned
by KMGP.
(e) On March 6, 1998, Kinder Morgan Operating
L.P. "D" ("OLP-D"), a limited partnership wholly-owned
by the Issuer, acquired 99% of SFPP, L.P., the
operating partnership of Santa Fe Pacific Pipeline
Partners, L.P. ("Santa Fe"). SFPP, L.P. owned
substantially all of Santa Fe's assets and conducted
all of its business activities. The Issuer acquired
the interest of Santa Fe's common unit holders in
SFPP, L.P. in exchange for 26.6 million newly-issued
Common Units (the "Santa Fe Transaction").
The additional issuance of Common Units as part of
the Santa Fe Transaction resulted in a dilution of the
KMGP's ownership interest in the Issuer. Consequently,
the Reporting Person ceased to be the indirect
beneficial owner of more than five percent (5%) of the
Common Units on March 6, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
No change.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE> 6
SIGNATURES
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, each of the undersigned
hereby certifies that the information set forth in this statement
is true, complete, and correct.
Date: January 31, 2000. Kinder Morgan (Delaware), Inc.
By:/S/ WILLIAM V. MORGAN
-----------------------------
William V. Morgan
Vice Chairman and President
<PAGE> 7
APPENDIX A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF KINDER MORGAN (DELAWARE), INC.
Directors and Executive Officers of the Reporting Person.
Set forth below are the name, current business address,
citizenship and the present principal occupation or employment of
each director and executive officer of the Reporting Person. The
principal address of the Reporting Person and, unless otherwise
indicated below, the current business address for each individual
listed below is 1301 McKinney, Suite 3400, Houston, Texas 77010.
Unless otherwise indicated, each such person is a citizen of the
United States.
Name Present Principal Occupation and Position
Richard D. Kinder Mr. Kinder is Director, Chairman and Chief
Executive Officer of the Reporting Person.
Mr. Kinder's present principal occupation
is as Director, Chairman and Chief
Executive Officer of Kinder Morgan, Inc., a
Kansas corporation ("KMI"), which is the
parent and sole stockholder of the
Reporting Person, and as Director, Chairman
and Chief Executive Officer of Kinder
Morgan G.P., Inc. ("KMGP").
William V. Morgan Mr. Morgan is Director, Vice Chairman and
President of the Reporting Person. Mr.
Morgan's present principal occupation is as
Director, Vice Chairman and President of
KMI, and as Director, Vice Chairman and
President of KMGP.
David G. Mr. Dehaemers is Treasurer of the Reporting
Dehaemers, Jr. Person. Mr. Dehaemers' present principal
occupation is as Vice President of KMI, and
as Treasurer of KMGP.
Michael C. Morgan Mr. Morgan is Vice President of the
Reporting Person. Mr. Morgan's present
principal occupation is as Vice President -
Strategy and Investments, Assistant
Secretary and Assistant Treasurer of KMI,
and as Vice President of KMGP.
Joseph Listengart Mr. Listengart is Counsel and Secretary of
the Reporting Person. Mr. Listengart's
present principal occupation is as Vice
President, General Counsel and Secretary of
KMI, and as Vice President and General
Counsel of KMGP.
