UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                  AMENDMENT TO
                                    FORM 8-K


                                 CURRENT REPORT


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


                          Date of Report March 5, 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 2.  Acquisition or Disposition of Assets.

Acquisition of Santa Fe Pacific Pipelines, L.P.

      On March 6, 1998,  Kinder Morgan Operating L.P. "D" ("OLP-D")
acquired 99% of SFPP,  L.P., the operating  partnership of Santa Fe
Pacific  Pipeline  Partners,  L.P.  ("Santa Fe").  SFPP, L.P. owned
substantially  all of Santa Fe's  assets and  conducted  all of its
business  activities.  The  Partnership  acquired  the  interest of
Santa Fe's common unit  holders in SFPP,  L.P. in exchange for 26.6
million  Common  Units (1.39  Common Units for each Santa Fe common
unit).  The  Partnership  paid  $84.4  million  to Santa Fe Pacific
Pipelines,  Inc.  (the "SF General  Partner")  in exchange  for the
general partner interest in Santa Fe.

      Also on March 6, 1998,  SFPP, L.P.  redeemed from the SF General Partner a
 .5% interest in SFPP, L.P. for $5.8 million.  The redemption was paid from SFPP,
L.P.'s cash reserves. After the redemption,  the SF General Partner continues to
own a .5% special limited partner  interest in SFPP, L.P. and OLP-D owns a 99.5%
general  partner  interest  in SFPP,  L.P.  The  Partnership  owns a 99% limited
partner  interest in OLP-D and the general partner of the Partnership  owns a 1%
general partner interest in OLP-D.

      The Partnership and a special committee of independent directors of the SF
General  Partner  determined  the  purchase  price for Santa Fe  (including  the
exchange  ratio  for the  Santa  Fe  common  units)  through  negotiations.  The
Partnership  financed  the  purchase  of the Santa Fe general  partner  interest
through its  syndicated  credit  facility  with First Union  National  Bank,  as
administrative  agent,  swingline lender and issuing bank,  Goldman Sachs Credit
Partners,  as syndication  agent,  and the other lenders that are parties to the
credit facility.

      At the  time  of  the  acquisition,  Santa  Fe  was  one  of  the  largest
independent  refined petroleum  products pipelines in the United States serving,
six Western states with approximately 3,300 miles of common carrier pipeline and
thirteen truck loading terminals.

Formation of Shell CO2 Company

           On March 5, 1998, the Partnership and affiliates of Shell Oil Company
("Shell")  formed Shell CO2 Company,  Ltd.  ("Shell  CO2"),  which will explore,
produce,  market and transport CO2 for enhanced oil recovery onshore  throughout
the continental  United States.  The Partnership  received a 20% limited partner
interest in Shell CO2 in exchange for  contributing  its Central Basin  Pipeline
and $25 million in cash.  Affiliates of Shell contributed their interests in CO2
reserves, pipelines, and other related assets in exchange for an 80% interest in
Shell CO2.

      An  affiliate  of Shell will be the general  partner of Shell CO2 and will
manage its operations.


                                       2



      The  Partnership is entitled,  if there is sufficient  available cash from
operations,  to 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,  the  Partnership's  cash  distributions  will be  increased  or
decreased  so that the total  cash  distributions  during the first six years of
Shell CO2's existence will be equal to the Partnership's  percentage interest of
the  cumulative  cash  distributions  of  Shell  CO2  during  such  period  on a
present-value basis (discounted at 10%).

      At any time  after  March 5,  2002,  Shell has the right to  purchase  the
Partnership's interest in Shell CO2 and the Partnership has the right to require
Shell to purchase the  Partnership's  interest in Shell CO2. The purchase  price
for the  Partnership's  interest  in Shell CO2 will be at a  discount  from fair
value in the event the  Partnership  exercises its put option,  and at a premium
over fair value in the event Shell exercises its call option.  The amount of the
discount or premium  declines during the period from March 5, 2003 through March
5, 2006 and is  thereafter  fixed at a 5%  discount/premium.  If the parties are
unable to agree to the fair value of the  Partnership's  interest  in Shell CO2,
then the Partnership and Shell will use an agreed-upon  appraisal methodology to
determine fair value.


Item 7.  Financial Statements and Exhibits.


(a)   Financial statements of businesses acquired.

      The  financial  statements  of  Santa Fe  Pacific  Pipelines,  L.P.  as of
      December  31,  1996 and 1997 and for each of the three years in the period
      ended  December  31,  1997 are not  included  herein  and will be filed by
      amendment on or before April 3, 1998.

(b) Pro forma financial information.

      The pro forma financial statements of Kinder Morgan Energy Partners,  L.P.
      giving effect to the acquisition of Santa Fe Pacific  Pipelines,  L.P. and
      the  formation  of Shell CO2 Company as of  December  31, 1997 and for the
      year ended December 31, 1997 are not included  herein and will be filed by
      amendment on or before April 3, 1998.

(c)    Exhibits.

      * Exhibit 2.1  Purchase  Agreement  dated  October  18,  1997
                  between  Kinder  Morgan  Energy  Partners,  L.P.,
                  Kinder  Morgan  G.P.,   Inc.,  Santa  Fe  Pacific
                  Pipeline   Partners,   L.P.,   Santa  Fe  Pacific
                  Pipelines,  Inc. and SFP Pipeline Holdings,  Inc.
                  (Exhibit   2  to   Amendment   No.   1   to   the
                  Partnership's  Registration Statement on Form S-4
                  (File No. 333-44519) filed February 4, 1998).

                                       3




   **Exhibit 2.2  Master  Agreement  dated as of January  1,  1998  among  Shell
                  Western E&P Inc.,  Shell Western  Pipelines Inc., Shell Cortez
                  Pipeline Company, Shell CO2, LLC, Shell CO2 General LLC, Shell
                  Land & Energy  Company,  Kinder Morgan  Operating L.P. "A" and
                  Kinder Morgan CO2, LLC
   **Exhibit 2.3  First  Amended and  Restated  Agreement of Limited Partnership
                  dated  as of March 5, 1998,  by and between  Shell CO2 General
                  LLC, Kinder Morgan CO2, LLC and Shell CO2, LLC.
   **Exhibit 2.4  Assumption   and   Indemnification   Agreement   dated   as of
                  January 1, 1998 among Shell CO2 General LLC,  Shell CO2,  LLC,
                  Shell Western E&P Inc.,  Shell Western  Pipelines Inc.,  Shell
                  Cortez Pipeline Company,  Shell Land & Energy Company,  Kinder
                  Morgan CO2, LLC,  Kinder Morgan  Operating  L.P. "A" and Shell
                  CO2 Company, Ltd.
   **Exhibit 2.5  Guaranty and Indemnification  Agreement dated as of January 1,
                  1998 between  Shell  Western E&P Inc. and Kinder Morgan Energy
                  Partners, L.P.
  ***Exhibit 23.1 Consent of Price Waterhouse LLP

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

           *Incorporated by reference.
          **Filed with this report.
         ***To be filed by amendment.



                                       4




                                   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/ Clare H. Doyle
                                            -------------------- 
                                    Name:   Clare H. Doyle
                                    Title:  Vice President

Date:   March 31, 1998




                                       5