_____________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*
KINDER MORGAN ENERGY PARTNERS, L.P.
(Name of Issuer)
_____________________
Common Units
(Title of Class of Securities)
____________________
494550-10-6
(CUSIP Number)
Mr. William V. Morgan
1301 McKinney, Suite 3400
Houston, Texas 77010
(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
William V. Morgan
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2 Check the Appropriate Box If A Member of a Group
(a) [ ]
(b) [X]
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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
United States
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7 Sole Voting Power
2,000 Common Units (1)
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8 Shared Voting Power
0
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9 Sole Dispositive Power
2,000 Common Units (1)
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting
Person
2,000 Common Units
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12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares
[X] (1)
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13 Percent of Class Represented by Amount in Row (11)
Less than 0.1%
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14 Type of Reporting Person
IN
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(1) See Item 5.
<PAGE> 3
AMENDMENT NO. 1 TO
STATEMENT ON SCHEDULE 13D
Preliminary Statement:
This Amendment No. 1 amends and supplements 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. and prior to that K.C. Liquids
Holding Corporation ("KM-Delaware"), Mr. Richard D. Kinder and
William V. Morgan (the "Reporting Person") on January 27, 1997
(the "Prior Statement"), relating to the common units of limited
partnership interest ("Common Units") of Kinder Morgan Energy
Partners, L.P., a Delaware limited partnership ("Issuer"). The
principal terms used but not defined herein shall have the
meanings ascribed thereto in the Prior Statement.
This Amendment No.1 provides responses to all of the items
that are required and applicable pursuant to the General
Instructions to Schedule 13D in an effort to avoid any potential
problems in attributing specific statements in the Prior
Statement to the correct reporting person, given that the Prior
Statement was a joint filing made by three persons. This
Amendment No. 1 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.
This Statement on Schedule 13D relates to the Common Units
of Limited Partnership Interest (the "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.
This Statement is filed by Mr. William V. Morgan, an
individual (the "Reporting Person"). The Reporting Person's
present principal occupation is a Director, Vice Chairman of the
Board and President of Kinder Morgan, Inc., a Kansas corporation
("KMI") and as Director, Vice Chairman and President of Kinder
Morgan G.P., Inc., a Delaware corporation and the sole general
partner of the Issuer ("KMGP").
The addresses of the principal business offices of the
Reporting Person, KMI and KMGP are 1301 McKinney, Suite 3400, Houston,
Texas 77010.
The Reporting Person has not 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.
<PAGE> 4
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired 1,000 Common Units with
personal funds as reported in the Prior Statement. The Reporting
Person subsequently received an additional 1,000 Common Units
pursuant to a 2-for-1 stock split by the Issuer.
Item 4. Purpose of the Transaction.
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.
(a) As set forth herein, the Reporting Person has
beneficial ownership of 2,000 Common Units, which
represent less than 0.1% 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 recently issued as
part of a private transaction recently completed by the
Issuer.
The Reporting Person has an indirect beneficial
ownership interest in KMI as the sole stockholder of
Morgan Associates, Inc., a Kansas corporation ("MAI").
MAI owns approximately 6.3% of the voting stock of KMI.
KMI owns all of the issued and outstanding capital
stock of KM-Delaware. KM-Delaware owns all of the
issued and outstanding capital stock of KMGP. KMGP
owns 862,000 Common Units of the Issuer.
However, the Reporting Person, in his capacity as
the sole stockholder of MAI, does not have the power to
vote or direct the vote of, or dispose or direct the
disposition of, or receive or direct the receipt of
dividends or distributions with respect to such Common
Units owned by KMGP.
There exists no contract, arrangement or device
which has the purpose or effect of requiring the
stockholders of KMI to act together with respect to any
such actions regarding KM-Delaware or KMGP. The Board
of Directors of KM-Delaware, elected by KMI, controls
KM-Delaware's actions with respect to its assets,
including its ownership of the capital stock of KMGP.
Because KM-Delaware is the sole stockholder of KMGP, KM-
Delaware, has the power to elect the Board of Directors
of KMGP. However, all decisions regarding the Common
Units owned by KMGP are within the exclusive authority
of the Board of Directors of KMGP.
<PAGE> 5
The Reporting Person, as a stockholder of KMI and
through KMI's indirect ownership of the capital stock
of KMGP, may be deemed to have an indirect beneficial
ownership interest in the Common Units owned by KMGP.
However, the Reporting Person disclaims any beneficial
ownership of the Common Units owned by KMGP.
(b) The Reporting Person has sole voting and sole
dispositive power over the 2,000 Common Units that he
owns.
(c) The Reporting Person has not effected any
transactions in Common Units in the past 60 days.
(d) No person other than the Reporting Person has
the power to vote or direct the vote of, or dispose or
direct the disposition of, the Common Units owned by
the Reporting Person, or to dispose or direct the
disposition of, or receive or direct the receipt of,
dividends with respect to such Common Units deemed to
be beneficially owned by the Reporting Person.
(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 both
the Reporting Person's ownership interest in the Issuer
and KMGP's beneficial ownership interest in the Issuer.
Consequently, the Reporting Person would have ceased to
be the beneficial owner of more than five percent (5%)
of the Common Units on March 6, 1998, even if the
Reporting Person were deemed to have an indirect
beneficial ownership interest in Common Units owned by
KMGP despite explicitly disclaiming beneficial
ownership in those Common Units.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information set forth in Items 3 through 5 is hereby
incorporated herein by reference. To the best of the Reporting
Person's knowledge, except as described in this Amendment No. 1,
there are at present no contracts, arrangements, understandings
or relationship (legal or otherwise) between the Reporting Person
and any other person with respect to any securities of the
Issuer.
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. /S/ WILLIAM V. MORGAN
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William V. Morgan
