_____________________
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 G.P., 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 G.P., 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
862,000 Common Units
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8 Shared Voting Power
0
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9 Sole Dispositive Power
862,000 Common Units
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10 Shared Dispositive Power
0
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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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<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 G.P., Inc., a Delaware
corporation (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"). 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 G.P.,
Inc., a Delaware corporation (the "Reporting Person")
and a wholly-owned subsidiary of Kinder Morgan
(Delaware), Inc., a Delaware corporation and formerly
Kinder Morgan, Inc. ("KM-Delaware"). The Reporting
Person is the sole general partner of the Issuer. KM-
Delaware 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
owns 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) The Reporting Person has sole voting and sole
dispositive power over the 862,000 Common Units that it
owns. Neither the sole stockholder, the directors,
<PAGE> 5
nor the executive officers of the Reporting Person
individually has the power to vote or direct the vote
of, or dispose of direct the disposition of, 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.
(c) The Reporting Person has not effected any
transactions in the past 60 days involving Common Units.
(d) No other person has the power to dispose or
direct the disposition of, or receive or direct the
receipt of, dividends with respect to Common Units
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 the Reporting
Person's ownership interest in the Issuer. Consequently,
the Reporting Person ceased to be the 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 G.P., 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, G.P., 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 the foregoing and as Director,
Chairman and Chief Executive Officer of
Kinder Morgan, Inc., a Kansas corporation,
which is the ultimate parent and indirect
stockholder of the Reporting Person
("KMI").
William V. Morgan Mr. Morgan is Director, Vice Chairman and
President of the Reporting Person. Mr.
Morgan's present principal occupation is as
the foregoing and as Director, Vice
Chairman and President of KMI.
Gary Hultquist Mr. Hultquist is Director of the Reporting
3450 West Warren Person. Mr. Hultquist is the Managing
Avenue Director of Hultquist Capital, LLC, an
Fremont, investment and consulting firm based in San
California 94538 Francisco, California. Mr. Hultquist has
held that position with Hultquist Capital,
LLC and its predecessor since 1988. Prior
thereto, Mr. Hultquist served in management
and as a partner at two San Francisco area
law firms where he specialized in
intellectual property and business
litigation.
Edward O. Gaylord Mr. Gaylord is Director of the Reporting
5851 San Felipe, Person. Mr. Gaylord is the Chairman of the
Suite 900 Board of Directors of Jacintoport Terminal
Houston, Texas Company, a liquid bulk storage terminal on
77057 the Houston, Texas ship channel. Mr.
Gaylord also serves as Chairman of the
Board for EOTT Energy Corporation, an oil
trading and transportation company also
located in Houston, Texas. Mr. Gaylord is
also a Director of Seneca Foods Corporation
and Imperial Sugar Company.
William V. Allison Mr. Allison is Vice President of the
Reporting Person. Mr. Allison's present
principal occupation is as the foregoing
and as Vice President of KMI.
C. Park Shaper Mr. Shaper is Vice President, Chief
Financial Officer and Treasurer of the
Reporting Person. Mr. Shaper's present
principal occupation is as the foregoing
and as Vice President and Chief Financial
Officer of KMI.
Thomas A. Bannigan Mr. Bannigan's present principal occupation
is as Vice President of the Reporting
Person.
<PAGE> 8
David G. Mr. Dehaemers is Treasurer of the Reporting
Dehaemers, Jr. Person. Mr. Dehaemers' present principal
occupation is as the foregoing and as Vice
President-Corporate Development of KMI.
Joseph Listengart Mr. Listengart is Vice President, General
Counsel and Secretary of the Reporting
Person. Mr. Listengart's present principal
occupation is as the foregoing and as Vice
President, General Counsel and Secretary of
KMI.
Michael C. Morgan Mr. Morgan is Vice President of the
Reporting Person. Mr. Morgan's present
principal occupation is as the foregoing
and as Vice President - Strategy and
Investor Relations, Assistant, Secretary
and Assistant Treasurer of KMI.
Thomas B. Stanley Mr. Stanley's present principal occupation
is as Vice President-Bulk Terminals of the
Reporting Person.
James E. Street Mr. Street is Vice President-Human
Resources and Administration of the
Reporting Person. Mr. Street's present
principal occupation is as the foregoing
and as Vice President-Human Resources and
Administration of KMI.
