S-8

Registration No.333-_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________

KINDER MORGAN ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 76-0380342
(I.R.S. Employer
Identification No.)

500 Dallas Street, Suite 1000
Houston, Texas  77002
(Address of registrant's principal executive offices)
Kinder Morgan Energy Partners, L.P. Common Unit
Compensation Plan for Non-Employee Directors
(Full title of Plan)

Joseph Listengart
500 Dallas Street, Suite 1000
Houston, Texas  77002
(Name and address of agent for service)

(713) 369-9000
(Telephone number, including area code, of agent for service)

Copy to:

Gary W. Orloff
Bracewell & Patterson, L.L.P.
711 Louisiana Street, Suite 2900
Houston, Texas 77002-2781
Telephone: (713) 221-1306
Fax: (713) 221-2166
____________

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Units Representing Limited Partner Interests	100,000 common units	$45.26	$4,526,000	$533

(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee based on the average of the high and low prices for the common units of Kinder Morgan Energy Partners, L.P. on The New York Stock Exchange on January 14, 2005.
  

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Kinder Morgan Energy Partners, L.P. (the "Partnership") with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement:

1.	The Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2003;
2.	The Partnership's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004;
3.	The Partnership's Current Report on Form 8-K filed on November 22, 2004; and
4.	The description of the common units representing limited partner interests contained in the Partnership's Registration Statement on Form 8-A, as amended.

All documents filed by the Partnership pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after this Registration Statement and prior to the filing of a post-effective amendment hereto which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents.

Item 4.	Description of Securities.    Not applicable.
Item 5.	Interests of Named Experts and Counsel.    Not applicable.
Item 6.	Indemnification of Directors and Officers.

Kinder Morgan Management, LLC

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The limited liability company agreement of Kinder Morgan Management, LLC (the "Company") provides that the Company will, to the extent deemed advisable by the Company's board of directors, indemnify any person who is or was an officer or director of the Company, the record holder of the Company's voting shares, and any person who is or was an officer, director or affiliate of the record holder of the Company's voting shares, from liabilities arising by reason of such persons' status, provided that the indemnitee acted in good faith and in a manner which such indemnitee believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe such indemnitee's conduct was unlawful. Such liabilities include any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts. Officers and directors of the Company are also indemnified by the Partnership, as described below. Officers and directors of the Company who are also

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officers and directors of Kinder Morgan, Inc. are also entitled to indemnification from Kinder Morgan, Inc.

Kinder Morgan Energy Partners, L.P.

Section 17-108 of the Delaware Limited Partnership Act provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. The Partnership Agreement for the Partnership provides that the Partnership will indemnify Kinder Morgan G.P., Inc. (the "KM General Partner"), any Departing Partner (as defined in that Partnership Agreement) and any person who is or was an officer or director of the KM General Partner or any Departing Partner, to the fullest extent permitted by the law. The Partnership will also indemnify the Company and any person who is or was a manager, officer or director of the Company to the same extent as such provisions apply to the KM General Partner and any of the KM General Partner's officers and directors. In addition, the Partnership may indemnify, to the extent deemed advisable by the KM General Partner and to the fullest extent permitted by law, any person who is or was an officer or director of the KM General Partner or any Departing Partner or an affiliate of the KM General Partner or any Departing Partner or who is or was serving at the request of the KM General Partner or any Departing Partner or any affiliate of the KM General Partner or any Departing Partner as an officer, director, employee, partner, agent or trustee of another person. These indemnitees will be indemnified from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an officer, director, employee, partner, agent or trustee of the KM General Partner, any Departing Partner or any of their affiliates or a person serving at the request of the Partnership in another entity in a similar capacity, provided that in each case the indemnitee acted in good faith and in a manner which such indemnitee believed to be in, or not opposed to, the best interests of the Partnership, and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful. Any indemnification under these provisions will be only out of the assets of the Partnership and the KM General Partner shall not be personally liable for, or have any obligation to contribute or loan funds or assets to the Partnership to enable it to effectuate such indemnification. The Partnership is authorized to purchase (or to reimburse the KM General Partner or its affiliates for the cost of) insurance against any liability asserted against or expense incurred by such person in connection with the Partnership's activities.

Article XII(c) of the Certificate of Incorporation of the KM General Partner (the "corporation'' therein), contains the following provisions relating to indemnification of directors and officers:

"(c) Each director and each officer of the corporation (and his heirs, executors and administrators) shall be indemnified by the corporation against expenses reasonably incurred by him in connection with any claim made against him or any action, suit or proceeding to which he may be made a party, by reason of his being or having been a director or officer of the corporation (whether or not he continues to be a director or officer of the corporation at the time of incurring such expenses), except in cases where the claim made against him shall be admitted by him to be just, and except in cases where such action, suit or proceeding shall be settled prior to adjudication by payment of all or a substantial portion of the amount claimed, and except in cases in which he shall be adjudged in such action, suit or proceeding to be liable or to have been derelict in the performance of his duty as such director or officer. Such right of indemnification shall not be exclusive of other rights to which he may be entitled as a matter of law.''

Officers and directors of the KM General Partner who are also officers and directors of Kinder Morgan, Inc. and/or the Company are also entitled to indemnification from Kinder Morgan, Inc. pursuant

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to Kinder Morgan, Inc.'s articles of incorporation and/or the Company's limited liability company agreement, as the case may be.

Kinder Morgan Management, LLC and Kinder Morgan Energy Partners, L.P.

The Company, the Partnership and the KM General Partner maintain liability insurance policies covering their officers and directors against some liabilities, including certain liabilities under the Securities Act, that may be incurred by them.

Item 7.	Exemption from Registration Claimed. Not applicable.
Item 8.	Exhibits.

Exhibit   Number	Description
4.1	Third Amended and Restated Agreement of Limited Partnership of Kinder Morgan Energy Partners, L.P. (incorporated by reference to Exhibit 3.1 to Kinder Morgan Energy Partners, L.P.'s Form 10-Q for the quarter ended June 30, 2001).
4.2	Specimen certificate evidencing Common Units Representing Limited Partner Interests (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to Kinder Morgan Energy Partners, L.P.'s Registration Statement on Form S-4, Registration No. 333-44519, filed on February 4, 1998).
4.3*	Kinder Morgan Energy Partners, L.P. Common Unit Compensation Plan for Non-Employee Directors.
4.4*	Form of Kinder Morgan Energy Partners, L.P. Non-Employee Director Common Unit Compensation Agreement.
5*	Opinion of Bracewell & Patterson, L.L.P. as to the validity of the Common Units registered hereunder.
23.1*	Consent of PricewaterhouseCoopers LLP.
23.2*	Consent of Bracewell & Patterson, L.L.P. (included in the opinion filed as Exhibit 5 hereto).
24*	Powers of Attorney.

____________________________
* Filed herewith

Item 9.	Undertakings.
	A.The undersigned registrant hereby undertakes:

(1)  To 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;

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(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(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 (A)(1)(i) and (A)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)  That, 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 that time shall be deemed to be the initial bona fide offering thereof.

(3)  To 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.

B.The undersigned registrant hereby undertakes that, 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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.

C.Insofar as indemnification for liabilities arising under the 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 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.

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SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 19th day of January, 2005.

KINDER MORGAN ENERGY PARTNERS, L.P.
(A Delaware Limited Partnership)

By: Kinder Morgan G.P., Inc.,
its general partner

By: Kinder Morgan Management, LLC,
its delegate

By:	/s/ Joseph Listengart
	Joseph Listengart Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or amendment thereto has been signed by the following persons in the capacities indicated and on the 19th day of January, 2005.

Signature	Title
/s/ Richard D. Kinder	Director, Chairman of the Board and Chief Executive
Richard D. Kinder	Officer of Kinder Morgan Management, LLC
	(principal executive officer)
/s/ C. Park Shaper	Director, Executive Vice President and Chief Financial
C. Park Shaper	Officer of Kinder Morgan Management, LLC
	(principal financial and accounting officer)
*	Director of Kinder Morgan Management, LLC
Edward O. Gaylord
*	Director of Kinder Morgan Management, LLC
Gary L. Hultquist
*	Director of Kinder Morgan Management, LLC
Perry M. Waughtal

(Constituting all of the Board of Directors)

*By:	/s/ Joseph Listengart
	Joseph Listengart Attorney-in-fact

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INDEX TO EXHIBITS

Exhibit   Number	Description
4.1	Third Amended and Restated Agreement of Limited Partnership of Kinder Morgan Energy Partners, L.P. (incorporated by reference to Exhibit 3.1 to Kinder Morgan Energy Partners, L.P.'s Form 10-Q for the quarter ended June 30, 2001).
4.2	Specimen certificate evidencing Common Units Representing Limited Partner Interests (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to Kinder Morgan Energy Partners, L.P.'s Registration Statement on Form S-4, Registration No. 333-44519, filed on February 4, 1998).
4.3*	Kinder Morgan Energy Partners, L.P. Common Unit Compensation Plan for Non-Employee Directors.
4.4*	Form of Kinder Morgan Energy Partners, L.P. Non-Employee Director Common Unit Compensation Agreement.
5*	Opinion of Bracewell & Patterson, L.L.P. as to the validity of the Common Units registered hereunder.
23.1*	Consent of PricewaterhouseCoopers LLP.
23.2*	Consent of Bracewell & Patterson, L.L.P. (included in the opinion filed as Exhibit 5 hereto).
24*	Powers of Attorney.

____________________________
*  Filed herewith

EX-4.3

Exhibit 4.3

KINDER MORGAN ENERGY PARTNERS, L.P.
COMMON UNIT COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Effective as of January 18, 2005)

1.Purpose of the Plan.  Kinder Morgan Energy Partners, L.P. (the "Partnership"), as a limited partnership, has a general partner rather than a board of directors. Through the operation of its limited partnership agreement and the Delegation of Control Agreement among the Partnership, Kinder Morgan G.P., Inc. (the "General Partner"), Kinder Morgan Management, LLC (the "Company") and others, the board of directors of the Company (the "Board") functions as the board of the Partnership. The Kinder Morgan Energy Partners, L.P. Common Unit Compensation Plan for Non-Employee Directors (the "Plan") is intended to promote the interests of the Partnership and its unitholders by aligning the compensation of the non-employee members of the Board with unitholders' interests. Because the success of the Company is dependent on its operation and management of the Partnership and its resulting performance, the Plan is also expected to align the compensation of the non-employee members of the Board with the interests of the Company's shareholders.

2.Compensation Committee.  The Plan shall be administered by the Compensation Committee of the Board (the "Committee"), which shall be constituted so as to permit the Plan to comply with Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan, to establish, amend and rescind such rules and regulations as it deems necessary for the proper administration of the Plan, and to make all other determinations necessary or advisable for its administration. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem desirable to carry it into effect. The interpretation by the Committee of the Plan shall be conclusive upon all participants.

3.Eligible Participants.  Only directors of the Company who are not salaried employees of the Company or of an affiliate of the Company (each, a "Non-Employee Director") are eligible to participate in the Plan.

4.Units Subject to the Plan.  The aggregate number of the Partnership's common units representing limited partner interests ("Common Units") which may be issued under the Plan shall not exceed 100,000, subject to adjustment as provided in Paragraph 7. Common Units issued under the Plan shall be authorized and unissued Common Units. The Partnership shall register with the Securities and Exchange Commission the issuance of the Common Units subject to the Plan.

5.Awards.  The compensation to be paid to Non-Employee Directors is fixed by the Board, generally annually. That compensation is expected to include an annual retainer payable in cash. It also may include other cash compensation ("Cash Compensation") that may be used as provided in this Plan. In lieu of receiving such Cash Compensation in cash, a Non-Employee Director may elect to receive such Cash Compensation in the form of Common Units as provided herein. Such election shall be evidenced by an agreement (the "Common Unit

Compensation Agreement") between the Partnership and such Non-Employee Director, which agreement shall contain the terms and conditions of such award. Such election shall be made generally at or around the first Board meeting in January of each calendar year and will be effective for the entire calendar year. A Non-Employee Director shall make a new election each calendar year.

6.Number of Common Units to be Issued.  The number of Common Units to be issued to a Non-Employee Director electing to receive his or her Cash Compensation in the form of Common Units shall equal the Cash Compensation awarded, divided by the closing price of the Common Units on the New York Stock Exchange on the day the Cash Compensation is awarded (such price, the "Fair Market Value"), rounded down to the nearest fifty (50) Common Units. The Common Units shall be issuable as specified in the Common Unit Compensation Agreement. A Non-Employee Director electing to receive his or her Cash Compensation in the form of Common Units shall receive cash (the "Cash Payment") equal to the difference between (i) the Cash Compensation awarded to such Non-Employee Director and (ii) the number of Common Units to be issued to such Non-Employee Director multiplied by the Fair Market Value of a Common Unit. For illustrative purposes only, if a Non-Employee Director elected to receive an award of Cash Compensation of $100,000 in the form of Common Units, and the Fair Market Value of the Common Units was $44.50, the Non-Employee Director would receive 2,200 Common Units ($100,000/$44.50 = 2,247.19 Common Units, rounded down to the nearest 50 Common Units) and a Cash Payment of $2,100 ($100,000 - (2,200 X $44.50)). The Cash Payment shall be payable in four equal installments on the March 31, June 30, September 30 and December 31 of the calendar year in which such Cash Compensation is awarded.

7.Adjustment.  In the event of a merger, reorganization, consolidation, recapitalization, separation, liquidation, unit dividend, unit split or other change in the structure of the Partnership affecting the Common Units, such adjustment shall be made in the number of Common Units available under the Plan, as may be determined to be appropriate and equitable by the Board, in its sole discretion, to prevent dilution or enlargement of rights.

8.Restrictions on Resale.  Any Common Units acquired by a Non-Employee Director under this Plan may only be sold pursuant to an effective registration statement or pursuant to an exemption from the Securities Act of 1933, including sales pursuant to Rule 144 thereunder. The Committee may, in its sole discretion, impose additional restrictions on disposition by the Non-Employee Director and an obligation of the Non-Employee Director to forfeit and surrender the shares to the Partnership under certain circumstances ("Forfeiture Restrictions"). Such restrictions shall be set forth in the Common Unit Compensation Agreement. The Partnership may place a legend on the certificates for such Common Units evidencing these restrictions.

9.Change in Control.  Upon the occurrence of a Change in Control (as defined below), the Committee may take any action with respect to Common Units issued but still subject to Forfeiture Restrictions that it deems appropriate, including but not limited to causing such Forfeiture Restrictions to lapse; provided, however, that if a Change in Control occurs and, in connection with or as a result of such Change in Control, Richard D. Kinder no longer holds or does not continue to hold the office of Chairman of the Company, to the extent any Common Units are subject to Forfeiture Restrictions, such Forfeiture Restrictions shall lapse, and the

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Partnership shall thereupon deliver or cause to be delivered to each Non-Employee Director or legal representative the certificate or certificates for such Common Units, free of any legend provided in Section 8. As used herein, the term "Change in Control" shall mean the occurrence of any of the following events:

(a)any "person," as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than Kinder Morgan, Inc., Kinder Morgan (Delaware), Inc., the General Partner or any corporation or other entity owned, directly or indirectly, by Kinder Morgan, Inc.), is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of fifty percent (50%) or more of the voting stock of the General Partner or of the voting shares of the Company;

(b)during any period of two consecutive years (not including any period prior to the effective date of the Plan), individuals who at the beginning of such period constitute the Board, and any new director elected to the Board by the General Partner during such two year period, cease for any reason other than normal retirement, death or disability to constitute at least a majority of the Board;

(c)the General Partner ceases to be the sole general partner of the Partnership or the Company ceases to be the delegate of the General Partner under the Delegation of Control Agreement;

(d)the unitholders of the Partnership approve a merger or consolidation of the Partnership with any other person, other than a merger in which the Partnership is the surviving entity; or

(e)the unitholders of the Partnership approve a plan of complete liquidation of the Partnership or an agreement for the sale or disposition by the Partnership of all or substantially all of the Partnership's assets (or any transaction having a similar effect).

10.Tax Withholding.  To the extent required by applicable federal, state and local law, a Non-Employee Director shall make arrangements satisfactory to the Partnership for the payment of any withholding tax obligations that arise in connection with the Plan. The Partnership shall not be required to issue any Common Units under the Plan until such obligations are satisfied.

11.Effective Date and Term.  This Plan shall be effective on January 18, 2005. Unless terminated sooner pursuant to Paragraph 13, this Plan shall terminate on December 31, 2014.

12.No Right to Continue as a Director.  Nothing contained in the Plan or any agreement hereunder will confer upon any participant in the Plan any right to continue to serve as a director of the Company or any right to receive compensation other than as fixed by the Board from time to time.

13.No Unitholder Rights Conferred.  Nothing contained in the Plan or any agreement hereunder will confer upon any participant in the Plan any rights of a unitholder of the

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Partnership unless and until a Common Unit is validly issued to such participant in accordance with the terms hereof.

14.Termination, Amendment and Modification of Plan.  The Board may at any time terminate or suspend, and may at any time and from time to time and in any respect amend or modify, the Plan; provided, however, that if any applicable law or regulation or the requirements of any stock exchange on which the Common Units are listed or quoted requires that any such amendment or modification must be approved by the Partnership's unitholders, the Board shall not make any such modification or amendment without approval of the Partnership's unitholders in such manner and to such degree as is required by the applicable law, regulation or stock exchange requirement.

15.Governing Law.  To the extent not preempted by any laws of the United States, the Plan shall be construed, regulated, interpreted and administered according to the laws of the State of Texas.

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IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing, the Partnership has caused this Plan to be duly executed as of this ___ day of January, 2005.

KINDER MORGAN ENERGY PARTNERS, L.P.

By: Kinder Morgan G.P., Inc.,
its general partner

By: Kinder Morgan Management, LLC,
its delegate

By:
	Name:
	Title:

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EX-4.4

Exhibit 4.4

KINDER MORGAN ENERGY PARTNERS, L.P.
NON-EMPLOYEE DIRECTOR
COMMON UNIT COMPENSATION AGREEMENT

Common Unit Compensation Agreement made effective the ____ day of ___________, ______, between Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), and _______________________ ("Director").

1. Award. The Partnership has made an award of Cash Compensation (as defined below) which Director is electing to receive in the form of the Partnership's common units representing limited partnership interests ("Common Units"), subject to the terms and conditions contained herein and in the Plan (as defined below).

(a)	Cash Compensation. As contemplated by the Kinder Morgan Energy Partners, L.P. Common Unit Compensation Plan for Non-Employee Directors (the "Plan"), $________ of cash compensation which Director may elect to receive in the form of Common Units (the "Cash Compensation") has been awarded to Director for the ______ calendar year.
(b)	Election to Receive Common Units in Lieu of Cash. In accordance with the terms of the Plan, Director hereby elects to receive the Cash Compensation in the form of the Partnership's common units representing limited partnership interests ("Common Units"). Director shall receive ________ Common Units and $_________ in cash (the "Cash Payment"), as calculated in accordance with the terms of the Plan. The Common Units shall be issued upon acceptance hereof by Director and certificates therefor will be delivered to Director upon satisfaction of the conditions of this Agreement. The Cash Payment shall be paid in installments of $_____ each on March 31, June 30, September 30 and December 31 of 20__.
(c)	Plan Incorporated. Director acknowledges receipt of a copy of the Plan and agrees that the election to receive such Cash Compensation in the form of Common Units shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

2. Common Units. Director hereby accepts the Common Units when issued and agrees with respect thereto as follows:

(a) Forfeiture Restrictions. To the extent then subject to the Forfeiture Restrictions (as hereinafter defined), the Common Units issued hereunder may not be sold, assigned, transferred, exchanged, pledged, hypothecated or encumbered by Director, and no such sale, assignment, transfer, exchange, pledge, hypothecation or encumbrance, whether made or created by voluntary act of Director or any agent of Director or by operation of law, shall be recognized by, or be binding upon, or shall in any manner affect the rights of, the Partnership or any agent or any custodian holding certificates for the Common Units. In the event that Director's service as a director of Kinder Morgan Management,

LLC (the "Company"), as the delegate of the general partner of the Partnership, is terminated prior to the lapse of the Forfeiture Restrictions as provided in (b) below (i) by the Company for Cause, or (ii) by voluntary resignation, Director shall, for no consideration, forfeit to the Partnership all Common Units to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Common Units to the Partnership upon such termination of service as a director are herein referred to as "Forfeiture Restrictions."
  
For purposes of this Agreement, "Cause" is defined as:

(1)	an act by Director of willful misrepresentation, fraud or willful dishonesty intended to result in substantial personal enrichment at the expense of the Partnership or the Company;
(2)	Director's willful misconduct with regard to the Partnership or the Company that is intended to have a material adverse impact on the Partnership or the Company;
(3)	Director's material, willful and knowing violation of Partnership or Company guidelines or policies or Director's fiduciary duties which has or is intended to have a material adverse impact on the Partnership or the Company;
(4)	Director's willful or reckless behavior in the performance of his or her duties which has a material adverse impact on the Partnership;
(5)	Director's willful failure to perform his or her duties;
(6)	Director's conviction of, or pleading nolo contendere or guilty to, a felony; or
(7)	any other willful material breach by Director of his or her obligations to the Partnership or the Company that is not cured within 20 days of receipt of written notice from the Partnership or the Company, as the case may be.

(b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse and cease to apply to the Common Units on _________, 20__. Upon the occurrence of a Change in Control (as defined in the Plan), the Committee may take any action with respect to the Common Units that it deems appropriate, including but not limited to causing the Forfeiture Restrictions to lapse; provided, however, that if a Change in Control occurs and, in connection with or as a result of such Change in Control, Richard D. Kinder no longer holds or does not continue to hold the office of Chairman of the Company, the Forfeiture Restrictions shall lapse. If Director's service as a director of the Company is terminated for any reason (including death, disability, or Director's failure to be elected as a director at a shareholders meeting at which Director is considered for election) other than (i) by the Company for Cause, or (ii) by voluntary resignation, to the extent the Common Units are subject to Forfeiture Restrictions on the date of such termination, such Forfeiture Restrictions shall lapse. Common Units with respect to which Forfeiture Restrictions have lapsed shall cease to be subject to any Forfeiture Restrictions, and the Partnership, pending payment of corresponding taxes, shall provide Director a certificate (without the legend referenced

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in Section 2(c)) below representing the units as to which the Forfeiture Restrictions have lapsed.

If the service of Director as a director of the Company shall terminate prior to the lapse of the Forfeiture Restrictions, and there exists a dispute between Director and the Company or the Committee (as defined in the Plan) as to the satisfaction of the conditions to the lapse of the Forfeiture Restrictions or the terms and conditions of this Agreement, the Common Units shall remain subject to the Forfeiture Restrictions until the resolution of such dispute, except that any distributions that may be payable to the holders of record of Common Units as of a date during the period from termination of Director's service as a director to the resolution of such dispute shall:

(1)to the extent to which such distributions would have been payable to Director on the Common Units, be held by the Partnership as part of its general funds, and shall be paid to or for the account of Director only upon, and in the event of, a resolution of such dispute in a manner favorable to Director, and then only with respect to such of the Common Units as to which such resolution shall be so favorable, and

(2)be retained by the Partnership in the event of a resolution of such dispute in a manner unfavorable to Director only with respect to such of the Common Units as to which such resolution shall be so unfavorable.

(c)

Rights as a Unitholder. Unless otherwise provided in this Agreement, Director shall have the right to receive distributions with respect to the Common Units awarded hereby, to vote such Common Units and to enjoy all other unitholder rights.

(d)

Certificates. One or more certificates evidencing the Common Units shall be issued by the Partnership in Director's name, or at the option of the Partnership, in the name of a nominee of the Partnership, pursuant to which Director shall have voting rights and shall be entitled to receive all distributions unless and until the Common Units are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend:

THIS CERTIFICATE AND THE COMMON UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE KINDER MORGAN ENERGY PARTNERS, L.P. COMMON UNIT COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND KINDER MORGAN ENERGY PARTNERS, L.P. A RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE

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OFFICE OF THE SECRETARY OF KINDER MORGAN MANAGEMENT, LLC.

Until the Forfeiture Restrictions have lapsed, (i) Director shall not be entitled to delivery of the unit certificate, (ii) the Partnership shall retain custody of the unit certificate, and (iii) Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Common Units. A breach by Director of the terms and conditions of this Agreement shall cause a forfeiture of the Common Units by Director. Upon request of the Committee, Director shall deliver to the Partnership a stock power, endorsed in blank, relating to the Common Units then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Partnership shall deliver to Director a certificate without legend evidencing the vested Common Units with respect to which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Common Units still subject to Forfeiture Restrictions. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any Common Units (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such units. The Partnership shall not be obligated to issue or deliver any Common Units if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

3. Status of Common Units. Director agrees that, notwithstanding anything to the contrary herein, the Common Units may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. Director also agrees that (i) certificates shall bear the legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) the Partnership may refuse to register the transfer of the Common Units on the transfer records of the Partnership if such proposed transfer would in the opinion of counsel satisfactory to the Partnership constitute a violation of any applicable securities law, and (iii) the Partnership may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Common Units.

4.

Changes in Capital Structure. If the outstanding Common Units or other securities of the Partnership, or both, shall at any time be changed or exchanged by declaration of a unit dividend, unit split, combination of units, or recapitalization, the number and kind of Common Units shall be appropriately and equitably adjusted in accordance with the terms of the Plan.

5.

Status as Director. For purposes of this Agreement, Director shall be considered to be in service as a director of the Company as long as Director remains a director of the Company or any successor limited liability company or other legal entity that is the delegate of the general partner of the Partnership. Any question as to whether and when there has been a termination of such service, and the cause of such termination, shall be determined by the Committee in its sole discretion, and its determination shall be final.

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6.	Committee's Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering, any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee's rights to make certain determinations and elections with respect to the Common Units.
7.	Binding Effect. The provisions of the Plan and the terms and conditions of this Agreement shall, in accordance with their terms, be binding upon, and inure to the benefit of, all successors of Director, including, without limitation, Director's estate and the executors, administrators, or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy, or representative of creditors of Director. This Agreement shall be binding upon and inure to the benefit of any successors to the Partnership.
8.	Agreement Subject to Plan. This Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be applicable to this Agreement.
9.	Governing Law. To the extent not preempted by any laws of the United States, the Plan shall be construed, regulated, interpreted and administered according to the laws of the State of Texas.

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IN WITNESS WHEREOF, the Partnership has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Director has executed this Agreement, all effective as of the date of first above written.

KINDER MORGAN ENERGY PARTNERS, L.P.

By: Kinder Morgan G.P., Inc.,
its general partner

By: Kinder Morgan Management, LLC,
its delegate

By:
	Name:
	Title:

DIRECTOR
  

Name:

Social Security Number:

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EX-5

Exhibit 5

[Letterhead of Bracewell & Patterson, L.L.P.]

January 19, 2005

Kinder Morgan Energy Partners, L.P.
One Allen Center, Suite 1000
500 Dallas Street
Houston, Texas  77002

Ladies and Gentlemen:

We have acted as counsel to Kinder Morgan Energy Partners, L.P. (the "Partnership"), a Delaware limited partnership, in connection with the proposed offering by the Partnership from time to time of up to an aggregate of 100,000 of the Partnership's common units representing limited partner interests (the "Units") pursuant to the Kinder Morgan Energy Partners, L.P. Common Unit Compensation Plan for Non-Employee Directors (the "Plan"). The Partnership has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Units.

We have examined originals or copies certified by officers of Kinder Morgan Management, LLC (the "Company"), the delegate of Kinder Morgan G.P., Inc., the general partner of the Partnership, of (a) the Plan, (b) the form of Kinder Morgan Energy Partners, L.P. Non-Employee Director Common Unit Compensation Agreement, (c) the Certificate of Limited Partnership of the Partnership, (d) the Third Amended and Restated Agreement of Limited Partnership of the Partnership, as amended to date, (e) certain resolutions adopted by the Board of Directors of the Company, in the Company's capacity as the delegate of the general partner of the Partnership, and (f) such other documents and records as we have deemed necessary and relevant for the purposes hereof. In addition, we have relied on certificates of officers of the Company and of public officials and others as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents and records submitted to us as originals, the conformity to authentic original documents and records of all documents and records submitted to us as copies, and the truthfulness of all statements of fact contained therein.

Based on the foregoing and subject to the limitations, assumptions and qualifications set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:

1. the Partnership is validly existing and in good standing as a limited partnership under the laws of the State of Delaware; and

Kinder Morgan Energy Partners, L.P.
January 19, 2005
Page 2

2. the issuance of the Units has been duly authorized, and upon the issuance and delivery of the Units as set forth in the Registration Statement, and upon receipt by the Partnership of the consideration therefor in accordance with the terms of the Plan, the Units will have been validly issued, fully paid and nonassessable.

The foregoing opinion is based on and limited to the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the relevant law of the United States of America, and we render no opinion with respect to the law of any other jurisdiction.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement and to the references to our firm under the heading "Validity of the Securities" in the prospectus included in the Registration Statement. By giving such consent, we do not admit that we are experts with respect to any part of the Registration Statement, including this Exhibit, within the meaning of the term "expert" as used in the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Bracewell & Patterson, L.L.P.

Bracewell & Patterson, L.L.P.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 3, 2004 relating to the financial statements of Kinder Morgan Energy Partners, L.P., which appears in Kinder Morgan Energy Partners, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2003.

/s/ PricewaterhouseCoopers LLP

Houston, Texas
January 19, 2005

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Kinder Morgan Management, LLC, a Delaware limited liability company and the delegate of Kinder Morgan G.P., Inc., a Delaware corporation, which is the general partner of Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), in connection with the registration by the Partnership of the sale of common units, hereby constitutes and appoints Joseph Listengart and C. Park Shaper, and each of them (with full power to each of them to act alone), the undersigned's true and lawful attorneys-in-fact and agents, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission the Partnership's Registration Statement on Form S-8 (or other appropriate form), together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 19th day of January, 2005.

  /s/ Gary L. Hultquist

Gary L. Hultquist

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Kinder Morgan Management, LLC, a Delaware limited liability company and the delegate of Kinder Morgan G.P., Inc., a Delaware corporation, which is the general partner of Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), in connection with the registration by the Partnership of the sale of common units, hereby constitutes and appoints Joseph Listengart and C. Park Shaper, and each of them (with full power to each of them to act alone), the undersigned's true and lawful attorneys-in-fact and agents, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission the Partnership's Registration Statement on Form S-8 (or other appropriate form), together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 19th day of January, 2005.

  /s/Perry M. Waughtal

Perry M. Waughtal

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Kinder Morgan Management, LLC, a Delaware limited liability company and the delegate of Kinder Morgan G.P., Inc., a Delaware corporation, which is the general partner of Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), in connection with the registration by the Partnership of the sale of common units, hereby constitutes and appoints Joseph Listengart and C. Park Shaper, and each of them (with full power to each of them to act alone), the undersigned's true and lawful attorneys-in-fact and agents, for the undersigned and on the undersigned's behalf and in the undersigned's name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission the Partnership's Registration Statement on Form S-8 (or other appropriate form), together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereto signed this power of attorney this 19th day of January, 2005.

  /s/ Edward O. Gaylord

Edward O. Gaylord