_____________________
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)
Mr. Richard D. Kinder
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
Richard D. Kinder
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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
127,950 Common Units (1)
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8 Shared Voting Power
0
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9 Sole Dispositive Power
127,950 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
127,950 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 0.2%
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14 Type of Reporting Person
IN
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1 See Item 5.
<PAGE> 3
AMENDMENT NO. 2 ON
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 Mr. Richard D. Kinder (the "Reporting
Person") on April 17, 1997 ("Amendment No. 1"), 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 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 Mr. Richard D. Kinder,
an individual (the "Reporting Person"). The Reporting
Person's present principal occupation is as Director,
Chairman of the Board and Chief Executive Officer of
Kinder Morgan, Inc., a Kansas corporation ("KMI") and
as Director, Chairman of the Board and Chief Executive
Officer 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
<PAGE> 4
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.
Items 3 is hereby amended and supplemented by replacing the
current paragraphs with the following:
Since the filing of Amendment No. 1, the Reporting
Person has acquired additional Common Units of the
Issuer in open market transactions through the use of
personal funds, which total the amount reported on the
cover page and in Item 5.
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 the current
paragraphs with the following:
(a) As set forth herein, the Reporting Person has
beneficial ownership of 127,950 Common Units, which
represent approximately 0.2% 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 Reporting Person owns approximately 21.3% of
the voting stock of KMI. KMI owns all the issued and
outstanding capital stock of Kinder Morgan (Delaware),
Inc., a Delaware corporation and a wholly-owned
subsidiary of KMI ("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 holder of approximately 21.3% of the voting stock
of KMI, 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.
<PAGE> 5
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 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.
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 127,950 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.
<PAGE> 6
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. 2,
there 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> 7
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/ RICHARD D. KINDER
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Richard D. Kinder
