S-3/A

As filed with the Securities and Exchange Commission on April 17, 2007

Registration No. 333-141491

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
to

Form S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT of 1933

Kinder Morgan Energy Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware	76-0380342
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
	Joseph Listengart
500 Dallas Street, Suite 1000	500 Dallas Street, Suite 1000
Houston, Texas 77002	Houston, Texas 77002
(713) 369-9000	(713) 369-9000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(Address, including zip code, and telephone number, including area code, of registrant’s agent for service of process)

Copy to:

Gary W. Orloff
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002-2770
Phone: (713) 221-1306
Fax: (713) 221-2166

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement contains a combined prospectus that also relates to $2,000,000,000 of Kinder Morgan Energy Partners, L.P. securities previously registered on Registration Statement No. 333-122424 which was declared effective on February 9, 2005 (the “Previously Registered Securities”). This Registration Statement constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-122424 pursuant to which the total amount of unsold Previously Registered Securities registered on Registration Statement No. 333-122424 may be offered and sold together with the securities registered hereunder through the use of the combined prospectus included herein. In the event such Previously Registered Securities are offered and sold prior to the effective date of this Registration Statement, the amount of such Previously Registered Securities so sold will not be included in the prospectus hereunder.

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-141491) of Kinder Morgan Energy Partners Inc. is being filed solely to amend Item 16 of Part II thereof and to transmit certain exhibits thereto. This Amendment No. 1 does not modify any provision of the Prospectus constituting Part I or Items 14, 15 or 17 of Part II of the Registration Statement. Accordingly, the Prospectus and those Items of Part II have not been included in this Amendment No. 1.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16.Exhibits.

Exhibit Number			Description of Exhibit
	1.1	**	—Form of Underwriting Agreement—Debt Securities.
	1.2	**	—Form of Underwriting Agreement—Equity Securities.
	1.3	**	—Underwriting Agreement Standard Provisions, dated as of March 1, 2007.
	4.1		—Form of certificate representing the common units of Kinder Morgan Energy Partners, L.P. (filed as Exhibit 4 to Kinder Morgan Energy Partners, L.P.’s registration statement on Form S-1, Registration No. 333-48142, and incorporated herein by reference).
	4.2		—Form of Senior Indenture, dated as of January 31, 2003, between Kinder Morgan Energy Partners, L.P. and Wachovia Bank, National Association, as Trustee (filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.’s registration statement on Form S-3, Registration No. 333-102961, and incorporated herein by reference).
	4.3		—Form of Senior Note of Kinder Morgan Energy Partners, L.P. (included in the Form of Senior Indenture filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.’s registration statement on Form S-3, Registration No. 333-102961, and incorporated herein by reference).
	4.4		—Form of Subordinated Indenture, dated as of January 31, 2003, between Kinder Morgan Energy Partners, L.P. and Wachovia Bank, National Association, as Trustee (filed as Exhibit 4.4 to Kinder Morgan Energy Partners, L.P.’s registration statement on Form S-3, Registration No. 333-102961, and incorporated herein by reference).
	4.5		—Form of Subordinated Note of Kinder Morgan Energy Partners, L.P. (included in the Form of Subordinated Indenture filed as Exhibit 4.4 to Kinder Morgan Energy Partners, L.P.’s registration statement on Form S-3, Registration No. 333-102961, and incorporated herein by reference).
	5.1	*	—Opinion of Bracewell & Giuliani LLP as to the legality of the securities being offered.
	8.1	**	—Opinion of Bracewell & Giuliani LLP as to certain federal income tax matters.
	12.1		—Calculation of Consolidated Ratios of Earnings to Fixed Charges (filed as Exhibit 12.1 to Kinder Morgan Energy Partners, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).
	23.1	*	—Consent of Bracewell & Giuliani LLP (included in their opinions filed as Exhibit 5.1 and Exhibit 8.1 hereto).
	23.2	**	—Consent of PricewaterhouseCoopers LLP.
	23.3	**	—Consent of PricewaterhouseCoopers LLP.
	23.4	**	—Consent of Netherland, Sewell & Associates, Inc.
	24.1	**	—Powers of attorney.
	25.1	**	—Form T-1 Statement of Eligibility related to Senior Indenture under the Trust Indenture Act of U.S. Bank National Association.
	25.2	**	—Form T-1 Statement of Eligibility related to Subordinated Indenture under the Trust Indenture Act of U.S. Bank National Association.

*Filed herewith.

**    Previously filed.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on April 17, 2007.

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, this Registration Statement on Form S-3 or amendment thereto has been signed below by the following persons in the indicated capacities on April 17, 2007.

		Signature		Title
/s/ RICHARD D. KINDER			Director, Chairman of the Board and Chief
Richard D. Kinder			Executive Officer of Kinder Morgan Management, LLC (Principal Executive Officer)
/s/ KIMBERLY A. DANG			Vice President and Chief Financial Officer of
Kimberly A. Dang			Kinder Morgan Management, LLC (Principal Financial Officer and Principal Accounting Officer)
/s/ EDWARD O. GAYLORD*			Director of Kinder Morgan Management, LLC
Edward O. Gaylord
/s/ GARY L. HULTQUIST*			Director of Kinder Morgan Management, LLC
Gary L. Hultquist
/s/ C. PARK SHAPER*			Director of Kinder Morgan Management, LLC
C. Park Shaper
/s/ PERRY M. WAUGHTAL*			Director of Kinder Morgan Management, LLC
Perry M. Waughtal
*By:	/s/ JOSEPH LISTENGART
	Joseph Listengart Attorney-in-fact for persons indicated

II-2

EXHIBIT INDEX

Exhibit Number			Description of Exhibit
	1.1	**	—Form of Underwriting Agreement—Debt Securities.
	1.2	**	—Form of Underwriting Agreement—Equity Securities.
	1.3	**	—Underwriting Agreement Standard Provisions, dated as of March 1, 2007.
	4.1		—Form of certificate representing the common units of Kinder Morgan Energy Partners, L.P. (filed as Exhibit 4 to Kinder Morgan Energy Partners, L.P.’s registration statement on Form S-1, Registration No. 333-48142, and incorporated herein by reference).
	4.2		—Form of Senior Indenture, dated as of January 31, 2003, between Kinder Morgan Energy Partners, L.P. and Wachovia Bank, National Association, as Trustee (filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.’s registration statement on Form S-3, Registration No. 333-102961, and incorporated herein by reference).
	4.3		—Form of Senior Note of Kinder Morgan Energy Partners, L.P. (included in the Form of Senior Indenture filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.’s registration statement on Form S-3, Registration No. 333-102961, and incorporated herein by reference).
	4.4		—Form of Subordinated Indenture, dated as of January 31, 2003, between Kinder Morgan Energy Partners, L.P. and Wachovia Bank, National Association, as Trustee (filed as Exhibit 4.4 to Kinder Morgan Energy Partners, L.P.’s registration statement on Form S-3, Registration No. 333-102961, and incorporated herein by reference).
	4.5		—Form of Subordinated Note of Kinder Morgan Energy Partners, L.P. (included in the Form of Subordinated Indenture filed as Exhibit 4.4 to Kinder Morgan Energy Partners, L.P.’s registration statement on Form S-3, Registration No. 333-102961, and incorporated herein by reference).
	5.1	*	—Opinion of Bracewell & Giuliani LLP as to the legality of the securities being offered.
	8.1	**	—Opinion of Bracewell & Giuliani LLP as to certain federal income tax matters.
	12.1		—Calculation of Consolidated Ratios of Earnings to Fixed Charges (filed as Exhibit 12.1 to Kinder Morgan Energy Partners, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).
	23.1	*	—Consent of Bracewell & Giuliani LLP (included in their opinions filed as Exhibit 5.1 and Exhibit 8.1 hereto).
	23.2	**	—Consent of PricewaterhouseCoopers LLP.
	23.3	**	—Consent of PricewaterhouseCoopers LLP.
	23.4	**	—Consent of Netherland, Sewell & Associates, Inc.
	24.1	**	—Powers of attorney.
	25.1	**	—Form T-1 Statement of Eligibility related to Senior Indenture under the Trust Indenture Act of U.S. Bank National Association.
	25.2	**	—Form T-1 Statement of Eligibility related to Subordinated Indenture under the Trust Indenture Act of U.S. Bank National Association.

*Filed herewith.

**Previously filed.

EX-5.1

Exhibit 5.1

[Bracewell & Giuliani LLP letterhead]

March 21, 2007

Kinder Morgan Energy Partners, L.P.
500 Dallas Street, Suite 1000
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 amount of $4,000,000,000 of the Partnership’s common units representing limited partnership interests (the “Common Units”) and debt securities, whether senior or subordinated (collectively, the “Debt Securities”).  The Partnership has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Common Units and the Debt Securities.  The Registration Statement also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-122424 relating to previously registered and as yet unsold securities.

We have examined originals or copies of (a) the Indentures, each dated as of January 31, 2003 (collectively, the “Indentures”), by and between the Partnership and U.S. Bank National Association, as successor trustee to Wachovia Bank, National Association (the “Trustee”), pursuant to which the senior debt securities and the subordinated debt securities, as applicable, will be issued, (b) the Certificate of Limited Partnership of the Partnership, (c) the Third Amended and Restated Agreement of Limited Partnership of the Partnership, as amended to date, (d) certain resolutions adopted by the Board of Directors of Kinder Morgan Management, LLC (the “Company”), in the Company’s capacity as the delegate of Kinder Morgan G.P., Inc., the general partner of the Partnership, and (e) 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. We have also assumed the due execution and delivery of the Indentures by a duly authorized officer of the Trustee.

Kinder Morgan Energy Partners, L.P.

March 21, 2007

Page 2

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;

2.the Debt Securities have been validly authorized for issuance, and (subject to the Indentures being qualified under the Trust Indenture Act of 1939, as amended) when the terms thereof and of their respective issue and sale have been duly established, and when the Debt Securities have been duly executed (manually or in facsimile) by duly authorized officers of the Company and duly authenticated by the Trustee, upon the issuance and delivery thereof as set forth in the Registration Statement, and upon receipt by the Partnership of the purchase price therefor, the Debt Securities will be validly issued and legally binding obligations of the Partnership entitled to the benefits of the applicable Indenture; and

3.the issuance of the Common Units has been duly authorized, and when the terms of their issue and sale have been duly established, upon the issuance and delivery of the Units as set forth in the Registration Statement, and upon receipt by the Partnership of the purchase price therefor, the Units will be validly issued, fully paid and nonassessable.

The foregoing opinion is based on and limited to the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act, the law of the State of New York 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 5.1 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 & Giuliani LLP

Bracewell & Giuliani LLP

CORRESP

[Letterhead of Bracewell & Giuliani LLP]

April 17, 2007

United States Securities and Exchange Commission
100 F Street, N.E., Mail Stop 3561
Washington, D.C. 20549
Attention:	H. Christopher Owings
	Assistant Director
		Re:	Kinder Morgan Energy Partners, L.P.
			Registration Statement on Form S-3
			Filed March 22, 2007
			File No. 333-141491

Ladies and Gentlemen:

In this letter, we set forth responses to the comments and requests for additional information contained in the letter from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 17, 2007, with respect to the above-referenced filing (the “Registration Statement”).  For your convenience, we have repeated in bold type the comments and requests for additional information exactly as set forth in the April 17 comment letter.  The response to each comment or request is set forth immediately below the text of the applicable comment or request.

Exhibits 5.1

1.We note that the legal opinion is limited to the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act.  Please have counsel confirm for us in writing that the legality opinion concurs with our understanding that the reference and limitation to the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act includes the statutory provisions and also all applicable provisions of the Delaware

United States Securities and Exchange Commission
April 17, 2007

Constitution and the reported judicial cases interpreting those laws currently in effect.  Please file this confirmation as correspondence on the EDGAR system.

Response:  We hereby confirm that the references to the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act in our opinion filed as Exhibit 5.1 to the Registration Statement include the referenced statutory provisions as well as all applicable provisions of the Delaware Constitution and the reported judicial cases interpreting those laws currently in effect.

2.Your legal opinion should also refer to the law of the indenture for the debt security being registered.  We note that your Indenture dated January 31, 2003 with Wachovia Bank is governed by New York law.  Please revise your opinion to include New York law as applicable.

Response:  We have revised our opinion to refer to the law of the State of New York, and such revised opinion has been filed as Exhibit 5.1 to Amendment No. 1 to the Registration Statement.

If any member of the Commission’s Staff has any questions regarding the foregoing, or desires further information or clarification in connection therewith, please contact the undersigned at 713-221-1306 or Troy L. Harder at 713-221-1456.

	Very truly yours,
	Bracewell & Giuliani LLP
	/s/ Gary W. Orloff
	Gary W. Orloff
GWO/pd

cc:	Mr. Joseph Listengart
	Kinder Morgan Energy Partners, L.P.
	Mr. Troy L. Harder
	Bracewell & Giuliani LLP

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