U-1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

__________________

FORM U-1

Application/Declaration

Under

The Public Utility Holding Company

Act of 1935

__________________

Kinder Morgan, Inc.

(formerly named K N Energy, Inc.)

500 Dallas Street, Suite 1000

Houston, Texas  77002

and

K N Energy International, Inc.

500 Dallas Street, Suite 1000

Houston, Texas  77002

(Names of Companies filing this statement

and address of principal executive offices)

__________________

Joseph Listengart

Kinder Morgan, Inc.

500 Dallas Street, Suite 1000

Houston, Texas  77002

(713) 369-9000

(Name and address of agent for service)

__________________

The Commission is requested to send copies of all notices, orders and other communications in connection with this Application/Declaration to

Gary W. Orloff, Esq. Bracewell & Giuliani LLP 711 Louisiana Street, Suite 2900 Houston, Texas 77002-2781 (713) 221-1306 Timothy Michael Toy, Esq. Bracewell & Giuliani LLP 1177 Avenue of the Americas New York, New York  10036-2714 (212) 508-6118

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ITEM 1.  DESCRIPTION OF PROPOSED TRANSACTIONS

Applicant, Kinder Morgan, Inc., a Kansas corporation formerly named K N Energy, Inc. ("Kinder Morgan"), hereby applies under section 3(b) of the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), for an order granting a section 3(b) exemption to its subsidiary Gas Natural del Noroeste, S.A. de C.V. ("Gas Natural"), a company organized under the laws of the Republic of Mexico ("Mexico") and operating solely in Mexico.

A notification of Gas Natural's foreign utility status under section 33 of the 1935 Act was filed on Form U-57 on September 2, 1999, File No. 073-00127 (the "Form 57 Filing")¹. Kinder Morgan (under its then name K N Energy, Inc.) was identified in the Form 57 Filing as the only domestic associate or affiliate public utility company of Gas Natural. Attached as Exhibit A to the Form 57 Filing were certain state certifications as then required under section 33 of the 1935 Act. The state certifications provided were from the Railroad Commission of Texas, the Wyoming Public Service Commission and the Colorado Public Utilities Commission. A state certification was not provided with respect to Nebraska, a state in which Kinder Morgan then and now owns and operates facilities for the distribution at retail of natural gas, due to the fact that, in 1999, the State of Nebraska did not have a state commission having jurisdiction over the retail gas rates of Kinder Morgan in Nebraska. In 1999, only municipalities had jurisdiction over gas retail rates in Nebraska as to customers within the municipalities.

Gas Natural remains a subsidiary of Kinder Morgan, 28% owned directly by Kinder Morgan and 72% owned indirectly by Kinder Morgan through its direct, wholly-owned subsidiary K N Energy International, Inc., a Delaware corporation ("International"). In 2003, the Nebraska legislature passed the Natural Gas Regulation Act which subjected retail natural gas rates in Nebraska to state commission jurisdiction for the first time. Kinder Morgan will, in the immediate future, commence the process of seeking from the Nebraska Public Service Commission (the "NPSC") the certification required under section 33 of the 1935 Act. Upon receipt of this appropriate certification from Nebraska, the Form 57 Filing will either be amended, or replaced with a new filing on Form U-57, to encompass the state certification from the NPSC so as to continue Gas Natural's foreign ut ility status under section 33 of the 1935 Act².

Gas Natural holds a thirty-year consession to build, own and operate a natural gas distribution system to serve a franchise territory of approximately 750,000 people in the city of Hermosillo and the Guaymas/Empalme area of Sonora, Mexico. Gas Natural had 15,528 residential, commercial and industrial customers at July 15, 2005.

APPLICANTS' STATEMENTS IN SUPPORT OF APPLICATION

_______________________

¹  For ease of reference, a copy of the Form 57 Filing is Exhibit 3 hereto (typographical errors are as found in the EDGAR version).

²  The applicants commit to withdraw this Application/Declaration as and when the Form 57 Filing has been amended or replaced.

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In support hereof, the Applicants state:

1.

Kinder Morgan is a publicly held corporation organized under Kansas law with its principal executive office at 500 Dallas Street, Suit 1000, Houston, Texas 77002. Kinder Morgan engages directly and indirectly in the sale and distribution of gas to retail customers, among other non-public utility operations. Neither Kinder Morgan nor any corporation owned and controlled by Kinder Morgan is a "holding company" or a "subsidiary company" of a holding company (in each case, other than in respect of Gas Natural), as defined in the 1935 Act.

2.

Gas Natural is a company organized under the laws of Mexico. Gas Natural derives no part of its income, directly or indirectly, from sources within the United States. Gas Natural is not a public-utility company in the United States. Gas Natural has no subsidiaries.

3.

Section 3(b) of the 1935 Act provides an exemption for any subsidiary company of a holding company from provisions of the 1935 Act applicable to such subsidiary companies, "if such subsidiary company derives no material part of its income, directly or indirectly, from sources within the United States, and neither it nor any of its subsidiary companies is a public utility company operating in the United States".

4.

Since the operations of Gas Natural are and will be exclusively outside the United States, its sale and revenues, and the regulation thereof, have little or no effect on the rates and business of Kinder Morgan's retail gas sales and revenues within the United States. Kinder Morgan's domestic utility customers will not be put at risk of any adverse financial effects resulting from the operations of Gas Natural, nor will the ability of the various State commissions to protect the interests of consumers in their respective States be adversely affected. Kinder Morgan's domestic utility operations are, and will continue to be, fully separated from Kinder Morgan's foreign operations. Moreover, since Kinder Morgan is a publicly traded company subject to the continuous disclosure requirements of the Securities Exchange Act of 1934, as amended, regulation under the federal securities laws offers significant additional protections for the interest of investors. Hence, current or future regulation of Gas Natural as a subsidiary of a holding company is no t necessary either for the public interest or for the protection of investors.

5.

Kinder Morgan maintains separate books of account for any of its subsidiaries that may control Gas Natural and will commit to provide access to those books and records to each state commission with retail rate jurisdiction to the extent required under state law.

6.

If Gas Natural is exempt without qualification under section 3(b) of the 1935 Act, then Kinder Morgan and International would be entitled to the exemption provided for by Rule 10 of the 1935 Act.

7.

In addition, if Gas Natural is exempt under section 3(b) of the 1935 Act, then Kinder Morgan and International would be entitled under Rule 11(b)(1) to an exemption from Section 9(a)(2) of the Act.

8.

The Applicant hereby consents to file an annual report on Form U-33-S.

ITEM 2.  FEES, COMMISSION, AND EXPENSES.

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An estimate of the fees and expenses to be paid or incurred by the Applicant in connection with the proposed transaction is set forth below:

Counsel Fees

to be filed by amendment

Total Fees

to be filed by amendment

ITEM 3.  APPLICABLE STATUTORY PROVISIONS

Sections 3(b), 9(a)(2) and 10(a)(1) and Rules 10 and 11(b)(1) of the 1935 Act are or may be applicable to the matters described herein. To the extent any other sections of the 1935 Act may be applicable to such matters, the Applicants hereby request appropriate orders thereunder.

In an order granted prior to the inclusion of section 33 in the 1935 Act, the Commission granted an application under section 3(b) of the 1935 Act on facts and circumstances the same, in all regards relevant to section 3(b), as those presented in this Application/Declaration. See Exhibit 4 (attaching a copy of the 1986 order for ease of reference).

ITEM 4.  REGULATORY APPROVAL

No regulatory approval other than that of the Commission under Section 3(b) is required.

ITEM 5.  PROCEDURE

It is requested that the Commission issue and publish the requisite notice under Rule 23 with respect to the filing of this Application/Declaration, such notice to specify a date as the date after which an order granting and permitting this Application/Declaration to become effective may be entered by the Commission and that the Commission enter an appropriate order granting and permitting this Application/Declaration to become effective.

The Applicant hereby waives a hearing with respect to this Application/Declaration and requests that there be no 30-day waiting period between the issuance of the Commission's order and the date on which it is to become effective. The Applicant hereby waives a recommended decision by a hearing officer or other responsible officer of the Commission and hereby consents that the Division of Investment Management may assist in the preparation of the Commission's decision and/or order.

ITEM 6.  EXHIBITS

EXHIBIT 1

Form of Notice (to be filed by amendment)

EXHIBIT 2

Opinion of Counsel (to be filed by amendment)

EXHIBIT 3

Form U-57 filed by K N Energy, Inc. for Gas Natural

on September 2, 1999  (File No. 073-00127)

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EXHIBIT 4

Utilicorp United Inc., 36 S.E.C. Docket 857 (1986),

Release No. 35-24204, File No. 31-818, Order Granting Application for Exemptions for Electric Utility Company and its Wholly-Owned Foreign Electric Utility Company and Special Purpose Subsidiary Pursuant to Section 3(b) of the Act.

ITEM 7.  INFORMATION AS TO ENVIRONMENTAL EFFECTS

The matters described herein do not involve major federal action having a significant effect on the environment and to the best of the Applicants' knowledge, no federal agency has prepared or is preparing an environmental impact statement with respect to the proposed transaction.

It is required that copies of all orders, notices and communications with respect to the above application be served as follows:

Joseph Listengart Kinder Morgan, Inc. 500 Dallas Street, Suite 1000 Houston, Texas  77002 (713) 369-9000	Gary W. Orloff, Esq. Bracewell & Giuliani LLP 711 Louisiana Street, Suite 2900 Houston, Texas 77002-2781 (713) 221-1306
Timothy Michael Toy, Esq. Bracewell & Giuliani LLP 1177 Avenue of the Americas New York, New York  10036-2714 (212) 508-6118

WHEREFORE, Applicant respectfully requests that the Commission issue an order herein determining that (i) Gas Natural is entitled to the exemption without qualification provided for by section 3(b) of the 1935 Act, and (ii) Kinder Morgan and International are entitled to the exemption provided by Rules 10 and 11(b)(1) of the 1935 Act.

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Respectfully submitted.

KINDER MORGAN, INC.

By:  /s/Joseph Listengart                                          

Name: Joseph Listengart                                          

Title: Vice President, General Counsel and Secretary

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EX-3

Exhibit 3

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

FORM U-57
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS

Filed Under Section 33(a) Of
The Public Utility Holding Company Act of 1935, as amended

GAS NATURAL DEL NOROESTE, S.A. DE C.V.
(Name of Foreign Utility Company)

by

K N ENERGY, INC.
(Name of filing company)

370 Van Gordon Street
P.O. Box 281304
Lakewood, Colorado 80228-8304

K N Energy, Inc. hereby files with the Securities and Exchange Commission (the "Commission") pursuant to Section 33 of the Public Utility Holding Company Act of 1935, as amended (the "Act"), this Form U-57 for the purpose of notifying the Commission that Gas Natural del Noroeste, S.A. de C.V. ("Gas Natural") is a "foreign utility company" ("FUCO") within the meaning of Section 33 of the Act, and hereby claims for Gas Natural the status as a FUCO under the Act.

Gas Natural does not derive and will not derive any part of its income, directly or indirectly, from (i) the generation, transmission or distribution of electric energy for sale within the United States or (ii) the distribution at retail of natural or manufactured gas for heat, light or power within the United States. Neither Gas Natural nor any of its subsidiary companies is or will be a public utility company operating in the United States.

ITEM 1

State the name of the entity claiming foreign utility company status, its business address, and a description of the facilities used for the  generation, transmission or distribution of electric energy for sale  of for the distribution at retail of natural or manufactured gas. To the extent known, identify each person that holds five percent or more of any class of voting securities of the foreign utility company and describe the amount and nature of the interest.

Name and Business Address

Gas Natural del Noroeste, S.A. de C.V.
Boulevard Navarrete No. 369-3
Colonia La Loma
Hermosillo, Sonora, Mexico  83249

Description of Facilities

Gas Natural holds a thirty-year concession to build, own and operate a natural gas distribution system to serve a franchise territory of approximately 600,000 people in the City of Hermosillo and the Guaymas/Empalme area of Sonora, Mexico. Gas Natural has committed to connect 26,250 residential, commercial and industrial customers by June 1, 2002. By the end of 1999, Gas Natural is targeted to be flowing gas to 20 industrial customers, to have 2500 residential, commercial and industrial meters flowing gas and to have installed approximately 6,000 risers, 10 miles of steel pipe and 40 miles of plastic pipe.

Ownership

Gas Natural has three shareholders:

·

K N Energy, International, Inc., a wholly-owned subsidiary of K N Energy, Inc., holds 57.5 percent of the outstanding voting securities of Gas Natural.

·

K N Energy, Inc. holds 29.7 percent of the outstanding voting securities of Gas Natural.

·

Mahrnos Gas, S.A. de C.V. holds 13.8 percent of the outstanding voting securities of Gas Natural.

ITEM 2

State the name of any domestic associate public utility company and, if applicable, its holding company, and a description of the  relationship between the foreign utility company and such company, and  the purchase price paid by any such domestic associate public utility  company for its interest in the foreign utility company.

The only domestic associate or affiliate public utility company of Gas Natural is K N Energy, Inc. The amount of K N Energy, Inc.'s investment in Gas Natural, as of December 31, 1998, is $4,709,000. Such amount is approximately

1/10 of one percent of K N Energy, Inc.'s outstanding total capitalization, and together with all other similar outstanding transactions does not exceed five percent of the outstanding total capitalization of K N Energy, Inc.

The certifications of the Railroad Commission of Texas, the Wyoming Public Service Commission and the Colorado Public Utilities Commission, as required under Section 33 of the Act, are attached hereto as Exhibit A.

* * * * * *

2

The Commission is requested to mail copies of all correspondence relating to this Notification to:

Neil J. Maloney	Kathleen A. Foudy, Esq.
K N Energy, Inc.	William C. Weeden
747 East 22nd Street	Skadden, Arps, Slate, Meagher & Flom LLP
Lombard, Illinois  60148	1440 New York Avenue, N.W.
	Washington, D.C. 20005

SIGNATURE

The undersigned company has duly caused this statement to be signed on its behalf by the undersigned thereunto duly authorized.

GAS NATURAL DEL MOROESTE, S.A. DE C.V.

/s/ William S. Garner, Jr.

Name:

William S. Garner, Jr.

Its:

Chairman

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[CLARK, THOMAS & WINTERS Letterhead]

January 21, 1998

VIA FEDERAL EXPRESS

Mr. T.J. Carroll
KN Energy, Inc.
370 Van Gordon Street
Lakewood, CO  80228

Re:  Foreign Investment Letter from Railroad Commission

Dear T.J.:

Enclosed please find the following:

1.

Original letter from Ron Kitchens to Jonathan Katz regarding KN Energy Mexico project.

2.

Copy of No. 1 for Office of Public Utility Regulation.

As I indicated on my voice mail to your earlier today, Ron delivered these to me rather than mail them so that we had the option of having KN's Washingotn counsel hand deliver same. If you would prefer to have the letters mailed to the SEC, Railroad Commission envelopes are also enclosed.

Let me know if you require anything further relative to this matter.

Very truly yours,

/s/ Daniel R. Renner

Daniel R. Renner

DRR:ssm

Enclosures

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[RAILROAD COMMISSION OF TEXAS Letterhead]

January 21, 1998

Mr. Jonathan G. Katz
Secretary Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

Dear Mr. Katz,

KN Energy, Inc. ("KN Energy") has advised the Railroad Commission of Texas ("Commission") that a subsidiary of KN Energy intends to enter into a transaction whereby it will engage in the construction, ownership and operation of a natural gas distribution facility in the city of Hermosillo, State of Sonora, Mexico, pursuant to a franchise granted by the federal government of Mexico. In connection with such activities, KN Energy has requested that the Commission provide you with the certification comtemplated in Section 33(a)(2) of the Public Utility Holding Company Act of 1935 (15 U.S.C. 79 et seq.).

As the State Commission having jurisdiction over the retail gas rates of KN Energy and its subsidiaries, the Commission hereby certifies that it:

i.)

has the authority and resources to protect the ratepayers of KN Energy and its subsidiaries subject to its jurisdiction, and

ii.)

intends to exercise such authority.

This certification is intended to be applicable with respect to the above described transaction and such other foreign utility company ventures in which KN Energy or its subsidiaries may seek to obtain an ownership interest, but is conditioned on and subject to being revised or withdrawn as to any future acquisitions. KN Energy has represented that it will timely inform this Commission of any efforts by it or its subsidiaries to seek ownership interest in other foreign utility companies.

Sincerely,

/s/ Ronald L. Kitchens

Ronald L. Kitchens
Director, Gas Services Division
On behalf of the Railroad Commission of Texas

cc:

Offie of Public Utility Regulation
Securities and Exchanger commission
450 Fifth Street, NW
Washingotn, DC  20549

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[THE STATE OF WYOMING PUBLIC SERVICE COMMISSION Letterhead]

October 20, 1997

Mr. Jonathan G. Katz
Secretary Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

Re:

Securities and Exchange Commission file no. _____
Request for PUHCA Section 33(a)(2) Certification

Dear Mr. Katz:

The Wyoming Public Service Commission (Commission) has been informed by KN Energy, Inc. (KNE), a Kansas corporation, that it has advised the Securities and Exchange Commission that it and its affiliates intend to enter into a transaction whereby they will engage in the construction, ownership and operation of a natural gas distribution facility in the city of Hermosillo, State of Sonora, pursuant to a franchise granted by the federal government of Mexico.

In connection with such activities, KNE has requested that the Commission provide you with the certification contemplated in Section 33(a)(2) of the Public Utility Holding Company Act of 1935 (15 U.S.C. Sections 79, et seq.) which section was added to that Act by Section 715 of the Energy Policy Act of 1992.

As the state utility regulatory Commission having jurisdiction over the retail gas rates of KNE and its wholly-owned subsidiary, Northern Gas Company (NGC), the Commission hereby certifies that it (i) has the authority and resources to protect the ratepayers of KNE and NGC subject to its jurisdiction, and (ii) intends to exercise such authority.

This certification is intended to be applicable with respect to the above-described transaction and such other foreign utility company ventures in which KNE or its future or current affiliates may seek to obtain an ownership interest, but is conditioned on and subject to being revised or withdrawn as to any future acquisitions, and provided that KNE does in the future, as it has represented to the Commission that it will, provide the Commission with timely prior notice of any such other foreign utility company ventures.

Yours very truly,

/s/ Stephen G. Oxley

STEPHEN G. OXLEY
Secretary and Chief Counsel

xc:

Office of Public Utility Regulation
Securities and Exchange Commission  450 Fifth Street
Washington, DC  20549

Assistant General Counsel, KN Energy, Inc.

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[STATE OF COLORADO PUBLIC UTILITIES COMMISSION Letterhead]

October 21, 1997

Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commissino
450 Fifth Street, N.W.
Washington, DC 20549

Dear Mr. Katz:

K N Energy, Inc. (KNE), a Kansas corporation, advised the Securities and Exchange Commission that KNE and its affiliates intend to enter into a transaction whereby they will engage in the construction, ownership, and operation of a natural gas distribution facility in the city of Hermosillo, State of Senora, pursuant to a franchise granted by the federal government of Mexico.

In connection with such activities, KNE requested the Colorado Public Utilities Commission (CPUC) to provide you the certification contemplated in Section 33(a)(2) of the Public Utility Holding Company Act of 1935 (15 U.S.C. 79, et seq.), which section was added to that Act by Section 715 of the Energy Policy Act of 1992.

As the State Commission having jurisdiction over the retail gas rates of KNE and its wholly-owned subsidiary, Rocky Mountain Natural Gas Company (RMNG), the CPUC hererby certifies that it:

(i.)

has the authority and resources to protect the ratepayers of KNE and RMNG subject to its jurisdiction, and

(ii.)

intends to exercise such authority.

This certification is intended to be applicable with respect to the above-described transaction and such other foreign utility company ventures in which KNE or its future or current affiliates may seek to obtain an ownership interest, but is conditioned on and subject to being revised or withdrawn as to any future acquisitions. KNE has reprsented that it will timely inform the CPUC of any other foreign utility companies.

Very truly yours,

/s/ Bruce N. Smith

Bruce N. Smith
Director

cc:

Office of Public Utility Regulation
Securities and Exchange Commissin

K N Energy, Inc.

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EX-4

Exhibit 4

SEC-REL, SEC-DOCKET 36 SEC-DOCKET 857-2, UTILICORP UNITED INC. , (Oct. 01, 1986)

UTILICORP UNITED INC.

36 SEC-DOCKET 857

Release No. 35-24204

October 1, 1986

File No. File No. 31-818

Order Granting Application for Exemptions for Electric Utility Company and Its Wholly-Owned Foreign Electric Utility Subsidiary and Special Purpose Subsidiary Pursuant to Section 3(b) of the Act

UtiliCorp United Inc. ("UtiliCorp"), Kansas City, Missouri, has filed an amendment to its application with this Commission pursuant to Section 3(b) of the Public Utility Holding Company Act of 1935 ("Act").

UtiliCorp is a Missouri corporation primarily engaged in the sale and distribution of gas and electricity to retail and wholesale customers. It was proposed that UtiliCorp would purchase 100% of the shares of West Kootenay Power and Light Company, Limited ("WKP"), Trail, British Columbia, Canada, a Canadian corporation engaged in the generation and transmission of electricity to Canadian wholesale and retail customers. Following the purchase, WKP will be a wholly owned subsidiary of UtiliCorp.

UtiliCorp has now established a wholly owned subsidiary under the laws of British Columbia, UtiliCorp British Columbia Ltd. ("UBC"). UBC has been formed for the purpose of purchasing all the outstanding equity securities of WKP.

UBC has been created solely to coordinate the payment of United States and Canadian taxes. WKP operates exclusively in Canada and derives substantially all its income from Canadian sales of electricity. WKP is not qualified to do business in any state of the United States, and it owns no securities of any other public utility or holding company in the United States or Canada.

WKP produces approximately 65% of its power requirements at a series of generating plants located on the Kootenay River between Nelson and Castlegar in British Columbia. WKP purchases approximately 32% of its requirements from Cominco Ltd. and approximately 3% from British Columbia Hydro and Power Authority.

It is stated that because the operations of WKP are exclusively Canadian, the sales and revenues of the company, as regulated by applicable law, have little or no effect upon electric generation and sales within the United States. Under Canadian law, a majority of the Board of Directors of WKP must be Canadian citizens. In addition, WKP is subject to dissolution by the Lieutenant Governor General of British Columbia upon the violation of nay order of that

authority. For these reasons, it is asserted that United Stated regulation of WKP as the subsidiary of a holding company is not necessary for the public interest or for the protection of investors.

In addition, UtiliCorp asserts that if WKP and UBC are granted an exemption pursuant to Section 3(b) of the Act, then UtiliCorp, as the owner of the two subsidiaries, is entitled to the exemption provided by Rule 10(1), promulgated under the Act.

Due notice of the filing of said application has been given in the manner prescribed in Rule 23 promulgated under the Act (HCAR No. 24183), and no hearing has been requested of or ordered by the Commission. Upon the basis of the facts in the record, it is hereby found that the applicable standards of the Act and rules thereunder are satisfied. WKP derives no material part of its income, directly or indirectly, from sources within the United States, and neither it nor any of its subsidiary companies is a public-utility company operating in the United States. UBC has been organized solely for tax purposes. It will derive no material part of its income, directly or indirectly, from sources within the United States, and neither it nor any of its subsidiary companies is a public-utility company operating in the United States. The Commission finds that it is not necessary in the public interest or for the protection of investors that any provision or provisions of the Act be applied to WKP or UBC.

IT IS ORDERED, pursuant to the applicable provisions of the Act and rules thereunder, that the application, as amended, be and hereby is granted, effective forthwith.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Jonathan G. Katz

Secretary

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