U-57

                       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:

     o    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.

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

     o    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.


                                   * * * * * *



          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

EX-99.1

                      [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

EX-99.2

                    [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

EX-99.3

           [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.

EX-99.4

           [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.