SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                            ----------------------

                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        Date of Report November 6, 1998

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

      DELAWARE                        1-11234                    76-0380342
(State or other jurisdiction    (Commission File Number)      (I.R.S. Employer
of incorporation)                                              Identification)


             1301 McKinney Street, Ste. 3450, Houston, Texas 77010
              (Address of principal executive offices)(zip code)
       Registrant's telephone number, including area code:  713-844-9500

                            ----------------------








Item 5.  Other Events

                                  RISK FACTORS

Pending FERC and CPUC  Proceedings  Seek  Substantial  Refunds and Reductions in
Tariff Rates.

      Some shippers have filed complaints  before the Federal Energy  Regulatory
Commission challenging the pipeline tariff rates of our Pacific Operations' East
Line, West Line, Sepulveda Line and the Watson Station. The shippers allege that
such rates are not entitled to  "grandfathered"  status under the Energy  Policy
Act of 1992 because  "changed  circumstances"  may have occurred  under the Act.
Some of their complaints  allege that our acquisition of the Pacific  Operations
and our  potential  cost savings from the  combination  of our business with the
Pacific Operations may constitute  "changed  circumstances." We believe that our
rates are "grandfathered" and that "changed circumstances" do not exist.

      An initial  decision  by the FERC  Administrative  Law Judge was issued on
September 25, 1997 (the "Initial  Decision").  The Initial  Decision  upheld our
Pacific  Operations'  position  that "changed  circumstances"  were not shown to
exist on the West Line,  thereby retaining the just and reasonable status of all
West Line rates that were  "grandfathered"  under the Energy Policy Act of 1992.
In addition,  the Initial Decision  determined that our Pacific Operations' East
Line rates were not  grandfathered  under the Energy  Policy  Act.  The  Initial
Decision  also  included  rulings  that were  generally  adverse to our  Pacific
Operations regarding certain cost of service issues.

      If the Initial  Decision is affirmed in current form by FERC,  we estimate
that the total  reparations  and interest that would be payable  approximate the
reserves  that we have  recorded as of September 30, 1998. We also estimate that
the Initial Decision,  in its current form, and if also applied to the Sepulveda
Line  and the  Watson  station  rates,  would  reduce  prospective  revenues  by
approximately  $8  million  annually,  the same  rate at which we are  currently
accruing our reserve.

      Some shippers have filed complaints before the California Public Utilities
Commission.  The  complaints  generally  challenge  the rates  charged by us for
intrastate  transportation  of refined  petroleum through our pipeline system in
the State of  California.  On June 18,  1998,  a CPUC  Administrative  Law Judge
issued a proposed  decision,  finding  that the  evidence  did not  support  the
shippers' claim that rates charged for service within  California by our Pacific
Operations  are unjust or  unreasonable  under the California  Public  Utilities
Code. In light of his findings, the Judge dismissed the complaints filed against
our Pacific  Operations.  On August 6, 1998, we announced that the CPUC affirmed
the proposed  decision and dismissed  the  complaints.  On October 6, 1998,  the
shippers filed an  application  for rehearing with the CPUC. We responded to the
rehearing application. The rulings are pending before the CPUC for disposition.


      Additional challenges to tariff rates could be filed with the FERC or CPUC
in the future.  Any changes to tariff  rates could impact  revenues,  results of
operations, financial condition, liquidity, and funds available for distribution
to Unitholders. Additional information about these proceedings is in our reports
filed with the Securities and Exchange Commission.


We May Experience Difficulties Integrating New Operations

      Part of our business strategy  includes  acquiring  additional  businesses
that will allow us to increase distributions to Unitholders.  We believe that we
can profitably  combine the operations of acquired  businesses with our existing
operations.   However,   unexpected  costs  or  challenges  may  arise  whenever
businesses  with different  operations  and management are combined.  Successful
business   combinations   require  management  and  other  


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personnel  to devote  significant  amounts of time to  integrating  the acquired
business with existing operations.  These efforts may temporarily distract their
attention  from  day-to-day  business,  the  development  or  acquisition of new
properties and other business opportunities.  In addition, the management of the
acquired  business  will  often  not join our  management  team.  The  change in
management may make it more difficult to integrate an acquired business with our
existing operations.


Cash Distribution Will Fluctuate With Performance; No Minimum Distribution

      General.  Although  the  general  partner  will  distribute  100%  of  our
available  cash, we cannot assure you that we will generate any specific  amount
of available  cash.  Additionally,  our  Partnership  Agreement  does not have a
guaranteed  minimum quarterly  distribution.  Our profitability and distribution
potential  depends largely upon volumes of NGLs and refined  petroleum  products
that our liquids  pipelines  transport and to a lesser extent upon the volume of
products  transloaded  and stored by our bulk  terminals and volumes of NGLs for
fractionation.  In  general,  lower  volumes  will  decrease  our  profits  and,
consequently,  the amount of cash  available for  distribution  to  Unitholders.
Fluctuations  in the price of NGLs and bulk products  transportation,  resulting
from changes in regulation or competition,  can also affect profits. Because the
demand for such products is subject to many factors  outside of our control,  we
cannot assure you of any specific future volumes, profits or distributions.

      Factors Effecting Transportation Volumes.  Transportation volumes for NGLs
and refined petroleum  products are affected  primarily by the market demand for
products  in the  geographic  regions  served  by our  liquids  pipelines.  Coal
terminal volumes depend on:

o     the market demand for Western and Illinois coal;

o     economic and available rail transportation from sources of supply; and

o     economic barge transportation to delivery points.

Market demand for NGLs, refined petroleum products and coal may be affected by:

o     future economic conditions;

o     weather;

o     fuel conservation measures;

o     alternate fuel requirements;

o     governmental and environmental regulation;

o     demographic changes; or

o     technological advances in fuel economy and energy generation devices.

We  cannot   predict  the  effect  of  such   factors  on  the  demand  for  the
transportation of NGLs and refined  petroleum  products in the liquids pipelines
and the handling and storage of coal.

      Profitability Depends on Certain Major Customers.  Major end users of NGLs
and refined petroleum products transported by our liquids pipelines include:

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o     wholesalers and  retailers of refined petroleum products in the areas that
      our liquids pipelines serve;

o     refinery facilities in the Chicago area;

o     a world-scale petrochemical plant near Lake Charles, Louisiana; and

o     United States military bases.

Major  suppliers  of  refined  petroleum  products  transported  on our  liquids
pipelines include refineries located in:

o     Los Angeles, San Francisco and Bakersfield, California;

o     Chicago, Illinois;

o     Houston and El Paso, Texas; and

o     Seattle, Washington.

      Additionally,  four major  customers  ship  approximately  90% of all coal
loaded  through our coal  terminals.  A disruption of operations at any of these
facilities could reduce the volumes of NGLs,  refined  petroleum  products,  and
coal  that  we  handle.  Should  we  lose  any  of  our  major  customers,   our
profitability and our distributions to Unitholders could decrease.

      Establishment of Reserves May Affect Distributions.  Under the Partnership
Agreement,  the general partner can establish reserves for future business uses.
Any amounts set aside for reserves  will  decrease the amount of cash  available
for distributions.

Risks Associated With Debt

      Impact on Ability to Make Cash  Distributions.  We have significant  debt.
Our debt service  obligations may reduce the cash available for  distribution to
Unitholders.  Our ability to meet our debt service obligations depends primarily
on our  future  performance.  Our future  performance  depends  upon  prevailing
economic  conditions  and  financial,  business  and  other  factors  (including
regulation),  many of which are beyond our control.  We may borrow more money to
finance future acquisitions or for general business purposes.

      We Have  Pledged  Assets to Secure Our Debt.  SFPP,  L.P.,  the  operating
partnership that owns our Pacific Operations, has granted liens on substantially
all of its properties to secure its debt. If an event of default occurs, lenders
will have the right to foreclose upon the collateral. Foreclosure could cause an
investment loss and cause negative tax consequences for Unitholders  through the
realization  of  taxable  income by  Unitholders  without a  corresponding  cash
distribution.  Likewise,  if we were to dispose of assets and  realize a taxable
gain while there is substantial  debt  outstanding and proceeds of the sale were
applied to the debt,  Unitholders  could have increased taxable income without a
corresponding cash distribution.

      Instruments Governing Debt Contain Restrictive Covenants.  The instruments
governing  our debt  contain  restrictive  covenants  that may  prevent  us from
engaging in certain beneficial  transactions.  Such provisions may also limit or
prohibit   distributions  to  Unitholders  under  certain   circumstances.   The
agreements  governing  our debt  generally  require  us to comply  with  various
affirmative  and  negative  covenants   including  the  maintenance  of  certain
financial ratios and restrictions on:

o     incurring additional debt;


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o     entering into mergers, consolidations and sales of assets;

o     making investments; and

o     granting liens.

Additionally, the agreements governing our debt generally prohibit us from:

o     making cash distributions to Unitholders more often than quarterly;

o     distributing  amounts  in  excess  of  100%  of  available  cash  for  the
      immediately preceding calendar quarter; and

o     making any  distribution  to  Unitholders if an event of default exists or
      would exist when such distribution is made.

The instruments governing any additional debt incurred to refinance the debt may
also contain similar restrictions.

      SFPP's  First  Mortgage  Notes  Generally  May Not Be  Prepaid at Any Time
Before December 15, 1999.  After December 15, 1999 and before December 15, 2002,
we may  prepay  the SFPP  First  Mortgage  Notes  with a  make-whole  prepayment
premium.  On or after  December 15, 2002 and before  December  15, 2003,  we may
repay the SFPP First  Mortgage  Notes in whole or in part  without a  prepayment
premium.  SFPP may not take certain  actions with respect to $190 million of the
SFPP First  Mortgage  Notes.  Such  restrictions  may limit our  flexibility  in
structuring or refinancing existing or future debt.

Potential  Change of Control if Kinder Morgan, Inc. Defaults on Debt

      Kinder Morgan,  Inc. ("KMI") owns all of the outstanding  capital stock of
the  general  partner.  KMI has  pledged  this stock to secure some of its debt.
Presently,  KMI's only source of income to pay such debt is  dividends  that KMI
receives  from the general  partner.  If KMI  defaults on its debt,  the lenders
could acquire control of the general partner.

Risks Associated with Pipeline Easements

      Southern  Pacific  Transportation  Company  granted us  easements  for the
construction and operation of a significant portion of the South, North and East
lines of our Pacific Operations.  Southern Pacific Transportation Company or its
predecessors  in interest  acquired  some of these  rights-of-way  under federal
statutes  enacted in 1871 and 1875.  The  rights-of-way  granted  under the 1871
statute were thought to be an outright  ownership  interest that would  continue
until  the  rights-of-way  ceased  to be used for  railroad  purposes.  Southern
Pacific  Transportation  Company and its  predecessors in interest have used the
rights-of-way  for railroad  purposes since the railroad was constructed.  Since
the  construction of the South,  North,  and East lines in the 1950's,  only one
lawsuit, which was dismissed,  has challenged the validity of these easements on
and beneath the land.

      Two United States  Circuit  Courts,  however,  ruled in 1979 and 1980 that
railroad  rights-of-way  granted under laws similar to the 1871 statute  provide
only  a  surface  easement  for  railroad  purposes  without  any  right  to the
underground  portion.  If a court  were to  rule  that  the  1871  statute  also
prohibits  the use of the  underground  portion by the railroad or its assignees
for the operation of a pipeline, we may be required to obtain easements from the
land owners in order to continue to maintain the South, North and East lines. We
believe that we could obtain such  easements  over time at a cost that would not
have a material negative effect on the partnership.  We cannot,  however, assure
you of this.


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      We have been advised by counsel  that we have the power of eminent  domain
for the  liquids  pipelines  in the  states  in which  we  operate  (except  for
Illinois) assuming that we meet certain requirements, which differ from state to
state.  We believe  that we meet these  requirements.  We believe that Shell CO2
Company  does not have the power of eminent  domain for its CO2  pipelines.  Our
inability to exercise the power of eminent domain could have a material negative
effect on our business where we do not have the right through leases, easements,
rights-of-way,  permits or licenses to use or occupy the  property  used for the
operation of liquids pipelines.

Risks Associated with the Shell CO2 Company

      The limited  partnership  agreement forming the Shell CO2 Company provides
us a fixed,  quarterly distribution of approximately $3.6 million ($14.5 million
per year) during the four year period ended December 31, 2001. In 2002 and 2003,
Shell CO2 Company will increase or decrease our cash  distributions  so that our
total  cash  distribution  during  the first  six  years of Shell CO2  Company's
existence  will equal our  percentage of the cumulative  cash  distributions  of
Shell CO2 Company during such period  (initially  20%) on a present value basis.
We will  calculate the present value using a discount rate of 10%. Under certain
unlikely  scenarios,  we possibly would not receive any distributions from Shell
CO2 Company during 2002 and 2003 and we could be required to return a portion of
the  distributions  received  during the first four years.  After 2003,  we will
participate in distributions according to our partnership percentage.

Costs of Environmental Regulation

      Our business  operations are subject to federal,  state and local laws and
regulations relating to environmental  practices. If an accidental leak or spill
of liquid petroleum products occurs in our pipeline or at a storage facility, we
may  have to pay a  significant  amount  to  clean  up the  leak or  spill.  The
resulting  costs  and  liabilities  could  negatively  affect  the level of cash
available  for  distributions  to  Unitholders.  Our costs  could also  increase
significantly  if  environmental  laws and  regulations  become more strict.  We
cannot predict the impact of Environmental Protection Agency standards or future
environmental  measures.  Because  the  costs of  environmental  regulation  are
already significant,  additional regulation could negatively affect the level of
cash available for distribution to Unitholders.

Competition

      The petroleum  products  transported by our pipelines compete with various
other products. Propane competes with electricity,  fuel, oil and natural gas in
the  residential  and  commercial  heating  market.  In the engine fuel  market,
propane  competes  with gasoline and diesel fuel.  Butanes and natural  gasoline
used in motor gasoline  blending and isobutane  used in alkylation  compete with
alternative products. NGL's used as feed stocks for refineries and petrochemical
plants compete with  alternative  feed stocks.  The  availability  and prices of
alternative  energy  sources and feed stocks  significantly  affects NGL demand.
Such competition could ultimately lead to lower levels of profits and lower cash
distributions to Unitholders.

      Pipelines  are  generally  the lowest  cost  method for  intermediate  and
long-haul   overland  product  movement.   Accordingly,   the  most  significant
competitors for our pipelines are:

o     proprietary pipelines owned and operated by major  oil  companies  in  the
      areas where our pipelines deliver products;

o     refineries within the market areas served by our pipelines; and

o     trucks.

Additional  pipelines may be constructed in the future to serve specific markets
now served by our pipelines.  Trucks  competitively  deliver products in certain
markets.   Recently,  major  oil  companies  have  increasingly  used  trucking,


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resulting  in minor but  notable  reductions  in product  volumes  delivered  to
certain  shorter-haul  destinations,  primarily  Orange and  Colton,  California
served by the South, North and East lines of our Pacific Operations.

      We cannot  predict with  certainty  whether this trend  towards  increased
short-haul trucking will continue in the future. Demand for terminaling services
varies widely throughout our pipeline system.  Certain major petroleum companies
and independent  terminal operators directly compete with us at several terminal
locations.  At those  locations,  pricing,  service  capabilities  and available
tankage control market share.

      Our ability to compete also depends upon  general  market  conditions.  We
conduct  our  operations  without  the  benefit  of  exclusive  franchises  from
government  entities.  We also provide  common carrier  transportation  services
through our  pipelines at posted  tariffs and almost  always  without  long-term
contracts   for   transportation   service  with  our   customers.   Demand  for
transportation  services for refined petroleum  products is primarily a function
of:

o     total and per capita fuel consumption;

o     prevailing economic and demographic conditions;

o     alternate modes of transportation;

o     alternate product sources; and

o     price.

Risks Associated with the Partnership Agreement and State Partnership Law

      Limited  Voting  Rights,  Management  and Control.  Unitholders  have only
limited voting rights on matters affecting the partnership.  The general partner
manages and controls partnership activities.  Unitholders have no right to elect
the general  partner on an annual or other ongoing basis. If the general partner
withdraws, however, its successor may be elected by the holders of a majority of
the outstanding  Units (excluding  Units owned by the departing  general partner
and its affiliates).

      The limited partners may remove the general partner only if:

o     the  holders  of  66 2/3% of the Units vote to remove the general partner.
      Units owned by the general partner and its affiliates are not counted;

o     the same percentage of units approves a successor general partner;

o     the partnership continues to be taxed as  a partnership for federal income
      tax purposes; and

o     the limited partners maintain their limited liability.



      Persons  Owning 20% or More of the Units Cannot Vote.  Any Units held by a
person (other than the general partner and its affiliates) that owns 20% or more
of the Units cannot be voted.

      The General Partner's  Liability to the Partnership and Unitholders May Be
Limited.  Certain  provisions  of the  partnership  agreement  contain  language
limiting  the  liability  of  the  general  partner  to the  partnership  or the
Unitholders. For example, the partnership agreement provides that:

                                       7





o     the general  partner  does not breach any duty to the  partnership  or the
      Unitholders  by borrowing  funds or approving any  borrowing.  The general
      partner is protected  even if the purpose or effect of the borrowing is to
      increase incentive distributions to the general partner;

o     the general  partner  does not breach any duty to the  partnership  or the
      Unitholders  by  taking  any  actions  consistent  with the  standards  of
      reasonable  discretion  outlined in the  definitions of available cash and
      cash from operations contained in the partnership agreement; and

o     the  general  partner  does not  breach  any  standard  of care or duty by
      resolving  conflicts  of interest  unless the general  partner acts in bad
      faith.

      The Partnership  Agreement Limits the Liability and Modifies the Fiduciary
Duties of the General  Partner  Under  Delaware Law. The  partnership  agreement
seeks to limit the  liability  of the  general  partner to the  partnership  and
Unitholders.  The  partnership  agreement  also  seeks to modify  the  fiduciary
standards  required of a general  partner under  Delaware law.  These  standards
include the highest  duties of good faith,  fairness  and loyalty to the limited
partners. Such a duty of loyalty would generally prohibit a general partner of a
Delaware  limited  partnership  from  taking  any  action  or  engaging  in  any
transaction  for which it has a  conflict  of  interest.  Under the  partnership
agreement,  the general partner may exercise its broad  discretion and authority
in the management of the  partnership  and the conduct of its operations as long
as the general  partner's  actions are in the best interest of the  partnership.
Such  modifications  of state law standards of fiduciary duty may  significantly
limit the ability of  Unitholders to  successfully  challenge the actions of the
general  partner as being a breach of what would otherwise have been a fiduciary
duty.

      The  Unitholders  May Have Liability To Repay  Distributions.  Unitholders
will  not be  liable  for  assessments  in  addition  to their  initial  capital
investment in the Units. Under certain circumstances,  however,  Unitholders may
have to repay the  partnership  amounts  wrongfully  returned or  distributed to
them.  Under  Delaware  law,  we  may  not  make  a  distribution  to you if the
distribution  causes all liabilities of the Partnership to exceed the fair value
of the  partnership's  assets.  Liabilities  to  partners  on  account  of their
partnership interests and non-recourse  liabilities are not counted for purposes
of determining  whether a distribution  is permitted.  The Delaware Act provides
that a limited partner who receives such a distribution  and knew at the time of
the distribution that the distribution  violated the Delaware Act will be liable
to the limited  partnership for the distribution amount for three years from the
distribution date. Under the Delaware Act, an assignee who becomes a substituted
limited  partner of a limited  partnership is liable for the  obligations of the
assignor to make contributions to the partnership.  However, such an assignee is
not  obligated  for  liabilities  unknown  to him at the time he or she became a
limited partner if the liabilities  could not be determined from the partnership
agreement.

      Unitholders  May Be Liable If We Have Not Complied With State  Partnership
Law. We conduct our business in a number of states.  In some of those states the
limitations  on the  liability  of limited  partners  for the  obligations  of a
limited partnership have not been clearly established.  The Unitholders might be
held liable for the partnership's  obligations as if they were a general partner
if:

o     a court or government agency  determined that we were conducting  business
      in the state but had not complied with the state's partnership statute; or

o     Unitholders  rights  to act  together  to remove or  replace  the  general
      partner or take other actions under the partnership  agreement  constitute
      "control" of the partnership's business.

      The General  Partner May Exercise  Its Limited Call Right.  If at any time
the  general  partner  and its  affiliates  own 80% or  more of the  issued  and
outstanding  limited  partners'  interests of any class of the partnership,  the
general  partner will have the right to purchase all of the remaining  interests
in that  class.  The  general  partner


                                       8



may only  purchase all of the limited  partnership  interests of the class.  The
purchase price for such a purchase will be the greater of:

o     the most recent 20-day average trading price; or

o     the highest  purchase price paid by the general  partner or its affiliates
      to acquire  limited  partner  interests  of such class during the prior 90
      days.

The  general  partner  can  assign  this  right  to  its  affiliates  or to  the
partnership.  Because of this right,  a Unitholder may have to sell his interest
against his will or for a less than desirable price.

      We May  Sell  Additional  Limited  Partner  Interests,  Diluting  Existing
Interests of Unitholders.  The partnership  agreement allows the general partner
to cause the partnership to issue additional limited partner interests and other
equity securities.  There is no limit on the total number of Units we may issue.
If the  partnership  issues  additional  Units or  other  equity  securities,  a
Unitholder's  proportionate ownership interest in the partnership will decrease.
Such an  issuance  could  negatively  affect the amount of cash  distributed  to
Unitholders  and the market price of Units.  Issuance of  additional  Units will
also diminish the relative voting strength of the previously outstanding Units.

      Effects of Anti Takeover  Provisions.  The partnership  agreement provides
that any person or group that  acquires  beneficial  ownership of 20% or more of
the Units will lose its voting rights for its Units.  This  limitation  does not
apply to the general partner and its affiliates. This provision may discourage a
person or group from  attempting  to remove  the  general  partner or  otherwise
change  management.  This provision may also reduce the price at which the Units
will trade under certain circumstances. For example, a third party will probably
not attempt to remove the general partner and take over our management by making
a tender offer for the Units at a price above their trading market price without
removing the general partner and substituting an affiliate.

      Pre-Emptive Rights of the General Partner. Whenever the partnership issues
equity  securities  to any  person  other  than  the  general  partner  and  its
affiliates,  the general  partner has the right to purchase  additional  limited
partnership  interests  on the same terms.  This  allows the general  partner to
maintain its partnership interest in the partnership.  No other unitholder has a
similar right.  Therefore,  only the general  partner may protect itself against
dilution caused by issuance of additional equity securities.

Potential Conflicts of Interest Related to the Operation of the Partnership

      Certain  conflicts of interest could arise among the general partner,  KMI
and the  partnership.  Such conflicts may include,  among others,  the following
situations:

o     we  do  not  have any employees and we rely solely  on  employees  of  the
      general partner and its affiliates, including KMI;

o     under the partnership agreement, we reimburse the general partner for  the
      costs of managing and operating the partnership;

o     the  amount  of  cash expenditures, borrowings and reserves in any quarter
      may affect available cash to pay quarterly distributions to Unitholders;

o     the general partner tries to avoid being personally liable for partnership
      obligations.  The general  partner is  permitted  to protect its assets in
      this manner by the partnership agreement.  Under the partnership agreement
      the  general  partner  does not  breach  its  fiduciary  duty  even if the
      partnership  could have obtained more favorable terms without  limitations
      on the general partner's liability;


                                       9




o     under  the  partnership  agreement,   the  general  partner  may  pay  its
      affiliates  for any services  rendered on terms fair and reasonable to the
      partnership.  The general partner may also enter into additional contracts
      with any of its  affiliates  on behalf of the  partnership.  Agreements or
      contracts  between  the  partnership  and the  general  partner  (and  its
      affiliates) are not the result of arms length negotiations;

o     the  general  partner  does  not  breach  the  partnership   agreement  by
      exercising its call rights to purchase limited partnership interests or by
      assigning its call rights to one of its affiliates or to the partnership.



                                       10








                                  SIGNATURES
                                  ----------

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                     KINDER MORGAN ENERGY PARTNERS, L.P.

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


                                           By:    /s/ David G. Dehaemers, Jr.
                                           Name:  David G. Dehaemers, Jr.
                                           Title: Vice President



Date:   November 6, 1998




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