Exhibit 4.1
                          KINDER MORGAN MANAGEMENT, LLC

                            KINDER MORGAN G.P., INC.

                              OFFICERS' CERTIFICATE
                     ESTABLISHING SERIES OF SECURITIES UNDER
                     INDENTURE PURSUANT TO BOARD RESOLUTION


     Each of the  undersigned,  C.  Park  Shaper  and  Kimberly  J.  Allen,  the
Executive Vice President and Chief Financial  Officer and the Vice President and
Treasurer, respectively, of (i) Kinder Morgan Management, LLC (the "Company"), a
Delaware limited  liability company and the delegate of Kinder Morgan G.P., Inc.
and (ii)  Kinder  Morgan  G.P.,  Inc.,  a Delaware  corporation  and the general
partner of Kinder  Morgan  Energy  Partners,  L.P.,  on behalf of Kinder  Morgan
Energy Partners, L.P. (the "Partnership"),  does hereby establish the terms of a
certain series of senior debt Securities of the Partnership  under the Indenture
relating  to  senior  debt  Securities,  dated  as  of  January  31,  2003  (the
"Indenture"),  between the Partnership and Wachovia Bank, National  Association,
as Trustee,  pursuant to  resolutions  adopted by the Board of  Directors of the
Company by unanimous  consent on November 26, 2002,  December 22, 2004 and March
7, 2005 and in accordance with Section 301 of the Indenture, as follows:

     1. The title of the Securities  shall be "5.80% Senior Notes due 2035" (the
"Notes");

     2. The  aggregate  principal  amount of the Notes  which  initially  may be
authenticated  and delivered under the Indenture shall be limited initially to a
maximum of  $500,000,000,  except for Notes  authenticated  and  delivered  upon
registration  of  transfer  of, or in exchange  for, or in lieu of,  other Notes
pursuant to the terms of the Indenture, and except that any additional principal
amount of the Notes may be issued in the future  without  the consent of Holders
of the  Notes  so  long  as  such  additional  principal  amount  of  Notes  are
authenticated as required by the Indenture;

     3. The Notes shall be issued on March 15,  2005,  and the  principal of the
Notes shall be payable on March 15, 2035;  the Notes will not be entitled to the
benefit of a sinking fund;

     4. The Notes  shall bear  interest  at the rate of 5.80% per  annum,  which
interest  shall  accrue from March 15,  2005,  or from the most recent  Interest
Payment Date to which interest has been paid,  which dates shall be March 15 and
September 15 of each year, and such interest shall be payable  semi-annually  in
arrears on March 15 and  September  15 of each year,  commencing  September  15,
2005,  to holders of record at the close of business on the March 1 or September
1, respectively, next preceding each such Interest Payment Date;

     5. The principal of,  premium,  if any, and interest on, the Notes shall be
payable at the office or agency of the  Partnership  maintained for that purpose
in the Borough of Manhattan, New York, New York; provided,  however, that at the
option of the  Partnership,  payment of interest may be made from such office in
the Borough of Manhattan,  New York,  New York by check mailed to the address of
the  person  entitled  thereto  as such  address  shall  appear in the  Security
Register.  If at any time there shall be no such office or agency in the Borough
of  Manhattan,  New  York,  New  York,  where  the  Notes  may be  presented  or
surrendered for


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payment,  the Partnership shall forthwith  designate and maintain such an office
or agency in the Borough of  Manhattan,  New York,  New York,  in order that the
Notes shall at all times be payable in the Borough of Manhattan,  New York,  New
York. The Partnership hereby initially  designates the Corporate Trust Office of
the Trustee in the Borough of Manhattan,  New York, New York, as one such office
or agency;

     6. Wachovia Bank, National  Association is appointed as the Trustee for the
Notes,  and  Wachovia  Bank,  National   Association,   and  any  other  banking
institution  hereafter selected by the officers of the Company, on behalf of the
Partnership,  are appointed agents of the Partnership (a) where the Notes may be
presented  for  registration  of transfer  or  exchange,  (b) where  notices and
demands to or upon the  Partnership in respect of the Notes or the Indenture may
be made or  served  and (c) where the Notes  may be  presented  for  payment  of
principal and interest;

     7. The Notes will be redeemable,  at the Partnership's  option, at any time
in whole,  or from time to time in part, upon not less than 30 and not more than
60 days notice mailed to each Holder of the Notes to be redeemed at the Holder's
address  appearing  in the  Security  Register,  at a price equal to 100% of the
principal  amount of the  Notes to be  redeemed  plus  accrued  interest  to the
Redemption  Date,  subject  to the right of  Holders  of record on the  relevant
Record Date to receive  interest  due on an Interest  Payment Date that is on or
prior to the Redemption  Date,  plus a make-whole  premium,  if any. In no event
will the Redemption  Price ever be less than 100% of the principal amount of the
Notes being redeemed plus accrued interest to the Redemption Date.

     The amount of the make-whole  premium on any Note, or portion of a Note, to
be redeemed will be equal to the excess, if any, of:

     (1) the sum of the present  values,  calculated as of the Redemption  Date,
of:

     o    each interest  payment that, but for the  redemption,  would have been
          payable  on the Note,  or portion of a Note,  being  redeemed  on each
          interest payment date occurring after the Redemption  Date,  excluding
          any accrued interest for the period prior to the Redemption Date; and

     o    the principal  amount that,  but for the  redemption,  would have been
          payable  at the  stated  maturity  of the Note,  or portion of a Note,
          being redeemed;

     over

     (2) the principal amount of the Note, or portion of a Note, being redeemed.

     The present value of interest and principal  payments referred to in clause
(1) above will be determined in accordance with generally accepted principles of
financial  analysis.  The present values will be calculated by  discounting  the
amount of each  payment of  interest or  principal  from the date that each such
payment would have been payable, but for the redemption,  to the Redemption Date
at a discount rate equal to the Treasury Yield, as defined below, plus 0.20%.

     The  make-whole  premium will be  calculated by an  independent  investment
banking  institution of national standing  appointed by the Partnership.  If the
Partnership  fails to make that  appointment  at least 30 business days prior to
the redemption  date, or if the  institution so

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appointed  is  unwilling  or  unable  to make  the  calculation,  the  financial
institution  named in the Notes  will  make the  calculation.  If the  financial
institution  named in the Notes is unwilling or unable to make the  calculation,
an independent  investment banking institution of national standing appointed by
the Trustee will make the calculation.

     For purposes of determining the make-whole  premium,  Treasury Yield refers
to an annual rate of interest  equal to the weekly  average yield to maturity of
United States Treasury Notes that have a constant  maturity that  corresponds to
the  remaining  term to maturity of the Notes to be redeemed,  calculated to the
nearer  1/12 of a year  (the  "Remaining  Term").  The  Treasury  Yield  will be
determined as of the third  business day  immediately  preceding the  applicable
redemption date.

     The  weekly  average  yields  of  United  States  Treasury  Notes  will  be
determined by reference to the most recent statistical  release published by the
Federal  Reserve Bank of New York and designated  "H.15(519)  Selected  Interest
Rates" or any successor  release (the "H.15 Statistical  Release").  If the H.15
Statistical Release sets forth a weekly average yield for United States Treasury
Notes having a constant  maturity that is the same as the Remaining  Term of the
Notes to be  redeemed,  then the  Treasury  Yield  will be equal to that  weekly
average  yield.  In all other cases,  the Treasury  Yield will be  calculated by
interpolation,  on a straight-line  basis,  between the weekly average yields on
the United States  Treasury Notes that have a constant  maturity  closest to and
greater  than the  Remaining  Term of the Notes to be  redeemed  and the  United
States Treasury Notes that have a constant maturity closest to and less than the
Remaining Term, in each case as set forth in the H.15 Statistical  Release.  Any
weekly  average  yields so  calculated by  interpolation  will be rounded to the
nearer 0.01%, with any figure of 0.0050% or more being rounded upward. If weekly
average  yields for United States  Treasury  Notes are not available in the H.15
Statistical Release or otherwise,  then the Treasury Yield will be calculated by
interpolation of comparable rates selected by the independent investment banking
institution.

     If less than all of the Notes are to be  redeemed,  the Trustee will select
the  Notes  to  be  redeemed  by a  method  that  the  Trustee  deems  fair  and
appropriate.  The Trustee may select for redemption  Notes and portions of Notes
in amounts of $1,000 or whole multiples of $1,000.

     8.  Payment of  principal  of, and  interest on, the Notes shall be without
deduction for taxes,  assessments or governmental charges paid by Holders of the
Notes;

     9. The Notes are approved in the form  attached  hereto as Exhibit A, shall
be issued upon  original  issuance  in whole in the form of a single  book-entry
Global Security, and the Depositary shall be The Depository Trust Company; and

     10. The Notes shall be entitled to the benefits of the Indenture, including
the covenants and agreements of the Partnership set forth therein, except to the
extent expressly otherwise provided herein or in the Notes.

     Any initially capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Indenture.


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     IN WITNESS WHEREOF,  each of the undersigned has hereunto signed his or her
name this 8th day of March, 2005.



                                      /s/ C. Park Shaper
                                      ------------------------------------------
                                      C. Park Shaper
                                      Executive Vice President and Chief
                                      Financial Officer


                                      /s/ Kimberly J. Allen
                                      ------------------------------------------
                                      Kimberly J. Allen
                                      Vice President and Treasurer