SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                        

                            Form S-8
                      REGISTATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                                        

                        K N Energy, Inc.
     (Exact name of registrant as specified in its charter)


          Kansas                        48-0290000
     (State or other jurisdiction of    (I.R.S. Employer
     incorporation or organization)     Identification No.)

                                        William S. Garner, Jr.
                                       Vice President, General 
                                         Counsel & Secretary
   370 Van Gordon Street                370 Van Gordon Street, 
     P.O. Box 281304                       P.O. Box 281304
Lakewood, Colorado 80228-8304        Lakewood, Colorado 80228-8304
     (303)  989-1740                      (303)  989-1740
  (Address, including zip code,      (Name, address, including zip
and telephone number, including        code, and telephone number,
area code, of registrant's               including area code, of
principal executive offices)               agent for service)



                        K N Energy, Inc.
                    Long-Term Incentive Plan
                      (Full Title of Plan)




                                                  Proposed          Proposed
                                                  maximum           maximum
Title of each class of        Amount to           offering price    aggregate              Amount of
securities to be registered   be registered(1)    per unit(1)       offering price(1)   registration fee
                                                                            
Common Stock, par value
  $5.00 per share . . . . .   700,000 shares      $22.50            $15,750,000         $5,431



(1)  A maximum of 700,000 shares of Common Stock of the registrant are 
to be offered under the K N Energy, Inc. Long-Term Incentive Plan.  In 
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this 
registration statement also covers an indeterminate amount of interests 
to be offered or sold pursuant to the Employee Benefit Plan described 
herein.  Pursuant to Rule 457(f), the registration fee was computed on 
the basis of the average of the high and low prices of a share of Common 
Stock of K N reported on the New York Stock Exchange Composite Tape on 
June 29, 1994.



                                   Part II

                    INFORMATION NOT REQUIRED IN PROSPECTUS


Item 13.            INCORPORATION OF DOCUMENTS BY REFERENCE
________

     The following documents filed by K N with the Securities and Exchange
Commission (File No. 1-6446) pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") are incorporated herein by reference:

1.   K N's Annual Report on Form 10-K for the fiscal year ended December 31,
     1993, as amended by Form 10-K/A dated June 9, 1994;

2.   K N's Quarterly Report on Form 10-Q with respect to the fiscal quarter
     ended March 31, 1994, as amended by Form 10-Q/A dated June 9, 1994;

3.   K N's Current Reports on Form 8-K dated February 3, 1994, March 25, 1994
     and July 13, 1994; and 

4.   K N's Registration Statement on Form 8-A, as amended, registering its
     Common Stock under Section 12(b) of the Exchange Act.

     If any other documents is filed by K N pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which
indicates all securities offered have been sold or which deregisters all
securities then remaining unsold, such document shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
such document.

Item 16.           INDEMNIFICATION OF DIRECTORS AND OFFICERS
________

     Section 17-6305 of the Kansas General Corporation Law provides that a
Kansas corporation shall have power to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action or suit (including an action by or in the right of the
corporation to procure a judgment in its favor) or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit by or in the right of the
corporation, including attorney fees, if such person acted in 



good faith and in a manner such person reasonably believed to be in or not 
opposed to the best interests of the corporation; and, with respect to any 
criminal action or proceeding, had no reasonable cause to believe such 
person's conduct was unlawful.  Article Ninth of the articles of 
incorporation of the registrant requires the registrant to provide 
substantially the same indemnification of its directors and officers as 
that authorized by Kansas General Corporation Law.
     
     The registrant has insurance which, among other things, include liability
insurance coverage for directors and officers, with a $200,000 corporate
reimbursement deductible clause, under which directors and officers are
covered against "loss" arising from any claim or claims which may be made
against a directors or officer by reason of any "wrongful act" in their
respective capacities as directors and officers.  "Loss" is defined so as to
exclude, among other things, fines or penalties, as well as matters deemed
uninsurable under the law pursuant to which the policy is to be construed. 
"Wrongful act" is defined to include any actual or alleged breach of duty,
neglect, error, misstatement, misleading statement or omission done or
wrongfully attempted.  The policy also contains other specific definitions and
exclusions and provides an aggregate of more than $20,000,000 of insurance
coverage.

Item 18.  EXHIBITS

Exhibit
_______

 4.1      Restated Articles of Incorporation of the Registrant.  Incorporated
          herein by reference to Exhibit 28 to the Registrant's Quarterly
          Report on Form 10-Q for the
          quarter ended September 30, 1988.

4.2       By-laws of the Registrant, as amended.  Incorporated herein by
          reference to Exhibit 4.2 to Registration Statement on Form S-3 (File
          No. 33-42698).

4.3       Certificate of the Voting Powers, Designation, Preference and
          Relative, Participating, Optional or Other Special Rights, and
          Qualifications. Limitations or Restrictions
          Thereof, of the Class A $8.50 Cumulative Preferred Stock, Without
          Par Value, of the Registrant.  Incorporated herein by reference to
          Exhibit 4.3 to Registration Statement
          on Form S-3 (File No. 33-26314).

4.4       Certificate of the Voting Powers, Designation, Preferences and
          Relative, Participating, Optional or Other Special Rights, and
          Qualifications, Limitations or Restrictions Thereof, of the Class B
          $8.30 Series Cumulative Preferred Stock, Without Par Value, of the
          
          
          
          Registrant.  Incorporated herein by reference to Exhibit 4.4 to
          Registration Statement of Form
          S-3 (File No. 33-26314).

5.1       Opinion of William S. Garner, Jr. regarding the legality of the
          securities.

23.1      Consent of Williams S. Garner, Jr. (included in Exhibit 5.1 hereof).

23.2      Consent of Arthur Andersen & Co.


Item 19   UNDERTAKINGS
_______

     Insofar as indemnification for liabilities arising under Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted against the registrant by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

     The undersigned registrant hereby undertakes that:

     (1)  For purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (2)  It shall file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:  (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,



represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that paragraphs (2)(i) and (2)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

     (3)  For the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.

     (4)  It shall remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.



/s/ Jordan L. Haines
_________________________________
     (Jordan L. Haines)


/s/ Larry D. Hall
_________________________________
     (Larry D. Hall)


/s/ William J. Hybl
_________________________________
     (William J. Hybl)


/s/ H. A. True
_________________________________
     (H. A. True III)


                              
                              
                              INDEX TO EXHIBITS

Exhibit                                                                    Page

 4.1      Restated Articles of Incorporation of the Registrant.  
          Incorporated herein by reference to Exhibit 28 to the 
          Registrant's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 1988.

4.2       By-laws of the Registrant, as amended.  Incorporated 
          herein by reference to exhibit 4.2 to Registration 
          Statement on Form S-3 (File No. 33-42698).

4.3       Certificate of the Voting Powers, Designation, 
          Preference and Relative, Participating, Optional or 
          Other Special Rights, and Qualifications. Limitations or
          Restrictions Thereof, of the Class A $8.50 Cumulative 
          Preferred Stock, Without Par Value, of the Registrant, 
          Incorporated herein by reference to Exhibit 4.3 to 
          Registration Statement on Form S-3 (File No. 33-26314).

4.4       Certificate of the Voting Powers, Designation, 
          Preferences and Relative, Participating, Optional or 
          Other Special Rights, and Qualifications, Limitations or
          Restrictions Thereof, of the Class B $8.30 Series 
          Cumulative Preferred Stock, Without Par Value, of the 
          Registrant.  Incorporated herein by reference to Exhibit 
          4.4 to Registration Statement of Form S-3 (File No. 
          33-26314).

5.1       Opinion of William S. Garner, Jr. regarding the legality 
          of the securities.

23.1      Consent of Williams S. Garner, Jr. (included in Exhibit 
          5.1 hereof).

23.2      Consent of Arthur Andersen & Co.




                    EXHIBIT 5.1 AND 23.1





June 30, 1994


K N Energy, Inc.
370 Van Gordon Street
P.O. Box 281304
Lakewood, Colorado  80228-8304


Ladies and Gentlemen:

     I am Vice President, General Counsel and Secretary of K N
Energy, Inc., a Kansas corporation (the "Company"), and have
acted in such capacity in connection with the registration
pursuant to a Registration Statement of Form S-8 being filed with
the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Act"), of an aggregate of 700,000 shares of Common Stock, $5.00
par value (the "Common Stock"), of the Company, for use under the
Company's Long-Term Incentive Plan.

     In connection herewith, I have examined the Restated
Articles of Incorporation and the By-laws of the Company, each as
amended to the date hereof, the records of corporate proceedings
which have occurred prior to the date hereof with respect to such
offering, the Registration Statement, and such other
certificates, instruments, documents and records of the Company
as I have deemed necessary, and I have reviewed such questions of
law as I have considered necessary or appropriate for the
purposes of this opinion.

     Based upon the foregoing, I am of the opinion that the
shares of Common Stock being registered pursuant to such
Registration Statement will be, when issued, validly issued,
fully paid and non-assessable.

     I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me under
the caption "Legal Matters" in the Prospectus forming a part of
the Registration Statement.  In giving this consent, I do not
thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Act and the rules and
regulations thereunder.

Very truly yours,




William S. Garner, Jr.
Vice President, General Counsel
and Secretary

                                                  
                                                  
                                                  EXHIBIT 23.2


          CONSENT OF K N INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated February 10, 1994, included in K N Energy, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1993
and to all references to our firm included in this Registration
Statement.



                                        /s/ ARTHUR ANDERSEN & CO.

                                           Arthur Andersen & Co.


Denver, Colorado
June 30, 1994