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                                                                                                                         EXHIBIT 4.1
                                                           ABBREVIATIONS

   The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows
according to applicable laws or regulations:
<S>           <C>                                       <C>
TEN COM       - as tenants in common                        UNIF GIFT/TRANSFERS MIIN ACT-__________________Custodian________________
TEN ENT       - as tenants by the entireties                                                  (Cust)                    (Minor)
JT TEN        - as joint tenants with right of                                           under Uniform Gifts/Transfers to CD Minors
                survivorship and not as tenants                                          Act________________________________________
                in common                                                                                   (State)

                             Additional abbreviations, though not in the above list, may also be used.

                                              ASSIGNMENT OF SENIOR SUBORDINATED UNITS
                                                                IN
                                                           INERGY, L.P.
                                       IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
                                             DUE TO TAX SHELTER STATUS OF INERGY, L.P.

   You have acquired an interest in Inergy, L.P., 1101 Walnut, Suite 1500, Kansas City, Missouri 64106, whose taxpayer
identification number is 43-1918951. The Internal Revenue Service has issued Inergy, L.P. the following tax shelter registration
number: [____________].
   YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE SERVICE IF YOU CLAIM ANY DEDUCTION, LOSS, CREDIT OR OTHER TAX
BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN INERGY, L.P.
   You must report the registration number as well as the name and taxpayer identification number of Inergy, L.P. on Form 8271.
FORM 8271 MUST BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS, CREDIT OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY
REASON OF YOUR INVESTMENT IN INERGY, L.P.
   If you transfer your interest in Inergy, L.P. to another person, you are required by the Internal Revenue Service to keep a
list containing (a) that person's name, address and taxpayer identification number, (b) the date on which you transferred the
interest and (c) the name, address and tax shelter registration number of Inergy, L.P. If you do not want to keep such a list, you
must (1) send the information specified above to the Partnership, which will keep the list for this tax shelter, and (2) give a copy
of this notice to the person to whom you transfer your interest. Your failure to comply with any of the above-described
responsibilities could result in the imposition of a penalty under Section 6707(b) or 6708(a) of the Internal Revenue Code of 1986,
as amended, unless such failure is shown to be due to reasonable cause.
   ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT OR THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED,
EXAMINED OR APPROVED BY THE INTERNAL REVENUE SERVICE.

FOR VALUE RECEIVED, ____________________________hereby assigns, conveys, sells and transfers unto___________________________________

       PLEASE INSERT SOCIAL SECURITY OR OTHER
           IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________

____________________________________________________________________________________________________________________________________
                                     (Please print or typewrite name and address of Assignee)

__________Senior Subordinated Units representing limited partner interests evidenced by this Certificate, subject to the
Partnership Agreement, and does hereby irrevocably constitute and appoint ____________________________________________  as its
attorney-in-fact with full power of substitution to transfer the same on the books of Inergy, L.P.

Date:_________________________________________________                NOTE: The signature to any endorsement hereon must correspond
with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change.

SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A              ______________________________________________________________
COMMERCIAL BANK OR TRUST COMPANY                                                                 (Signature)

______________________________________________________________        ______________________________________________________________
SIGNATURE(S) GUARANTEED                                                                          (Signature)

   No transfer of the Senior Subordinated Units evidenced hereby will be registered on the books of the Partnership, unless the
Certificate evidencing the Senior Subordinated Units to be transferred is surrendered for registration or transfer and an
Application for Transfer of Senior Subordinated Units has been executed by a transferee either (a) on the form set forth below or
(b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Senior Subordinated
Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to
obtain registration of the transfer of the Senior Subordinated Units.

                                       APPLICATION FOR TRANSFER OF SENIOR SUBORDINATED UNITS

   The undersigned ("Assignee") hereby applies for transfer to the name of the Assignee of the Senior Subordinated Units evidenced
hereby.
   The Assignee (a) requests admission as a Substituted Limited Partner, (b) agrees to comply with and be bound by, and hereby
executes, the Amended and Restated Agreement of Limited Partnership of Inergy, L.P. (the "Partnership"), as amended, supplemented or
restated to the date hereof (the "Partnership Agreement"), (c) represents and warrants that the Assignee has all right, power and
authority and, if an individual, the capacity to enter into the Partnership Agreement, (d) appoints the Managing General Partner of
the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee's attorney-in-fact to
execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment
thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the
Assignee's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (e) gives the powers of attorney
provided for in the Partnership Agreement, and (f) gives the consents and approvals and makes the waivers contained in the
Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement.

Date:_________________________________________________________

______________________________________________________________        ______________________________________________________________
    Social Security or other identifying number of Assignee                                   Signature of Assignee

______________________________________________________________        ______________________________________________________________
          Purchase Price including commissions, if any                                    Name and Address of Assignee

Type of Entity (check one):
[_] Individual                                  [_] Partnership                [_] Corporation
Trust                                           [_] Other (specify)______________________________________

Nationality (check one):
[_] U.S. Citizen, Resident or Domestic Entity
[_] Foreign Corporation                         [_]Non-resident Alien

             If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed.
             Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold
tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the
Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby
certifies the following (or, if applicable, certifies the following on behalf of the interestholder).
Complete either A or B:
A.       Individual Interestholder
         1.    I am not a non-resident alien for purposes of U.S. Income taxation.
         2.    My U.S. taxpayer identification number (social security number) is___________________________________________________
         3.    My home address is___________________________________________________________________________________________________
B.       Partnership, Corporation or other Interestholder
         1. __________________________________________________________________  is not a foreign corporation, foreign partnership,
                               (Name of Interestholder)                         foreign trust or foreign estate (as those terms are
                                                                                defined in the Code and Treasury Regulations).

         2.    The interestholder's U.S. employer identification number is__________________________________________________________
         3.    The interestholder's office address and place of incorporation (if applicable is)____________________________________

         The interestholder agrees to notify the Partnership within sixty (60) days of the date the interestholder becomes a
         foreign person.
         The interestholder understands that this certificate may be disclosed to the Internal Revenue Service by the Partnership
         and that any false statement contained herein could be punishable by fine, imprisonment or both.
         Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief
         it is true, correct and complete and, if applicable, I further declare that I have authority to sign this document on
         behalf of

___________________________________________________________________________________________________________________________________
                                                      Name of Interestholder

___________________________________________________________________________________________________________________________________
                                                        Signature and Date

___________________________________________________________________________________________________________________________________
                                                       Title (if applicable)

         Note:  If the Assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee holder or an agent
of any of the foregoing, and is holding for the account of any other person, this application should be completed by an officer
thereof or, in the case of a broker or dealer, by a registered representative who is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc., or, in the case of any other nominee holder, a person
performing a similar function. If the Assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee owner
or an agent of any of the foregoing, the above certification as to any person for whom the Assignee will hold the Senior
Subordinated Units shall be made to the best of the Assignee's knowledge.
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                                                                                                                         EXHIBIT 4.1
                                                                                                                            SPECIMEN
                                         CERTIFICATE EVIDENCING SENIOR SUBORDINATED UNITS
CERTIFICATE NO.                           REPRESENTING LIMITED PARTNERSHIP INTERESTS IN                    SENIOR SUBORDINATED UNITS
                                                           INERGY, L.P.

     In accordance with Section 4.1 of the Amended and Restated Agreement of Limited Partnership of Inergy, L.P., as amended,
supplemented or restated from time to time (the "Partnership Agreement"), Inergy, L.P., a Delaware limited partnership (the
"Partnership"), hereby certifies that


(the "Holder") is the registered owner of                         SENIOR SUBORDINATED UNITS

representing limited partner interests in the Partnership (the "Senior Subordinated Units") transferable on the books of the
Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed and accompanied by a
properly executed application for transfer of the Senior Subordinated Units represented by this Certificate. The rights, preferences
and limitations of the Senior Subordinated Units are set forth in, and this Certificate and the Senior Subordinated Units
represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies
of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership
at, the principal office of the Partnership located at 1101 Walnut, Suite 1500, Kansas City, Missouri 64106. Capitalized terms used
herein but not defined shall have the meanings given them in the Partnership Agreement.
     The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited
Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and
warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the
Partnership Agreement, (iii) granted the powers of attorney provided for in the Partnership Agreement and (iv) made the waivers and
given the consents and approvals contained in the Partnership Agreement.
     This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and
Registrar.

Dated:                                                            Inergy, L.P.


                                                                  By:    Inergy GP, LLC
                                                                                 its Managing General Partner


                                                                         By:
                                                                             ----------------------------------------------------
                                                                                   President


                                                                         By:
                                                                             ----------------------------------------------------
                                                                                   Secretary

COUNTERSIGNED AND REGISTERED:
[Transfer Agent],

     TRANSFER AGENT AND REGISTRAR


     By:
        -------------------------------------------------
                               Authorized Signature

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