October 31, 2006

Via facsimile to ((713) 221-2166) and U.S. Mail

Gary W. Orloff, Esq.
Bracewell & Giuliani
711 Louisiana Street, Suite 2300
Houston, TX  77002

Re:	Kinder Morgan, Inc.
      Revised Preliminary Schedule 14A, filed October 24, 2006
      File No. 001-06446

      Amended Schedule 13E-3, filed October 24, 2006
      File No. 005-11513

Dear Mr. Orloff:

      We have reviewed the above filings and have the following
comments.  Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.
Amended Schedule 13E-3
1. We note your response to prior comments 1, 2 and 3.  Knight
Holdco
and Knight Acquisition were formed by the funds to effect the
transaction.  As indicated in the Current Issues Outline, we will
look through acquisition vehicles.  Note also that affiliates of
the
seller may become affiliates of the purchaser through means other
than equity ownership and thus are effectively on both sides of
the
transaction.  We note, among other things, that negotiations of
the
transaction were conducted by Mr. Kinder, Mr. Morgan and Mr.
Shaper
and other members of the company`s senior management together with
Goldman Sachs, the Carlyle Group, Riverstone Holdings and AIG (or
their affiliates), that members of senior management will hold
significant equity holdings in the surviving company, that Mr.
Kinder
will be the chief manager in Parent and that other Rollover
Investors
will have corporate governance rights as to the Parent renders
each
fund a control person of Knight Holdco and Knight Acquisition
within
the meaning of Exchange Act Rule 12b-2.  Finally, we note that
"control" for the purposes of determining affiliation requires
only
the ability to influence, such as by virtue of board membership,
equity ownership, etc.  In this regard, we are focused on, among
other things, the company`s senior management`s positions with the
surviving entity and its parent after this transaction, not on
their
ability, individually or in the aggregate, to control the
acquisition
vehicles before this transaction.  As control persons, we believe
each fund should be identified as filing person on the Schedule
13E-
3.

Revised Preliminary Schedule 14A
Recommendation of the Special Committee and Board of Directors,
page
21
2. We reissue comment 11 with respect to the "Position of Rollover
Investors as to Fairness."  Alternatively, provide the disclosure
required by Item 1014 of Regulation M-A of these filing persons.

Opinion of Financial Advisors - Financial Analyses, page 36
3. We reissue comment 15.  Note that it is not sufficient to
include
a reference to the financial advisors` report filed as an exhibit
to
Schedule 13E-3 to comply with your disclosure requirements in
Schedule 14A.
4. Refer to the Public Restructuring analysis.  Please revise your
disclosure to explain why the terminal EBITDA multiples used in
that
analysis are different from the multiples used in both the
Discounted
Cash Flow Analysis and the Leveraged Buyout Analysis.

*       *       *       *
      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9207.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

					Sincerely,




					Daniel F. Duchovny
					Special Counsel
					Office of Mergers & Acquisitions
Gary W. Orloff, Esq.
Bracewell & Giuliani
October 31, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE