FIRST AMENDMENT TO CREDIT AGREEMENT


     This FIRST AMENDMENT TO CREDIT AGREEMENT is made and entered into effective
as of the 1st day of September,  1997 (this  "Amendment")  among KINDER  MORGAN,
INC.,  a  corporation  formed  under  the  laws of the  State of  Delaware  (the
"Borrower");  each of the  lenders  that is or  becomes  a party  to the  Credit
Agreement  (defined  below)  (individually,  together  with its  successors  and
assigns, a "Lender" and, collectively,  the "Lenders"); and FIRST UNION NATIONAL
BANK (formerly known as First Union National Bank of North Carolina), a national
banking  association (in its individual  capacity,  "First Union"), as agent for
the Lenders (in such  capacity,  together with its  successors in such capacity,
the "Agent").


                                 R E C I T A L S

     A. The  Borrower,  the Agent and the Lenders  previously  entered into that
certain Credit Agreement dated as of February 14, 1997 (the "Credit Agreement"),
pursuant to which the Lenders  agreed to make certain loans to and extensions of
credit on behalf of the  Borrower  upon the  terms and  conditions  as  provided
therein.

     B. The Borrower and the Lenders now desire to make certain  amendments  and
supplements to the Credit Agreement.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable consideration and the mutual benefits,  covenants and agreements herein
expressed, the parties hereto now agree as follows:

     1. All capitalized  terms used in this Amendment and not otherwise  defined
herein shall have the meanings ascribed to such terms in the Credit Agreement.

     2. The definition of  "Agreement"  in Section 1.02 of the Credit  Agreement
are hereby amended to read as follows:

         "Agreement" shall mean this Credit  Agreement,  as amended by the First
     Amendment and as the same may be further amended or supplemented  from time
     to time.

     3.  Section  1.02 of the Credit  Agreement  is hereby  supplemented,  where
alphabetically appropriate, with the addition of the following definitions:

         "First  Amendment"  shall mean that certain  First  Amendment to Credit
     Agreement dated  effective as of September 1, 1997 among the Borrower,  the
     Agent and the Lenders.


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     4. The last sentence of Section  2.04(j) of the Credit  Agreement is hereby
deleted, and the following is substituted therefor:

          "The commissions and fronting fees in Sections  2.04(b),  (c), (d) and
     (e) are payable quarterly in arrears on each Quarterly Date."

     5. Section 9.03 of the Credit  Agreement is hereby  amended by deleting the
existing subsection (g) and adding the following new subsections (g) and (h):

          "(g) in  addition to the  investments  permitted  by Section  9.03(h),
     investments,  loans or advances  made by the Borrower or Kinder Morgan G.P.
     in or to its  Subsidiaries,  not to  exceed  at any  one  time  outstanding
     $150,000 in the aggregate; and

          (h) Kinder Morgan G.P. may make capital  contributions  as required by
     the partnership agreements of Kinder Morgan Energy, Kinder Morgan A, Kinder
     Morgan B and Kinder Morgan Operating L.P. "C" and any other  partnership of
     which it is a partner;  provided that its  ownership  interest in each such
     partnership is not greater than 1.2%."

     6.  Section  9.17 of the  Credit  Agreement  is hereby  amended  to read as
follows:

         "Section 9.17  Transactions  with Affiliates.  Neither the Borrower nor
     any  Subsidiary  will  enter  into  any  transaction,   including,  without
     limitation,  any  purchase,  sale,  lease or  exchange  of  Property or the
     rendering of any service,  with any Affiliate unless such  transactions are
     otherwise permitted under this Agreement, are in the ordinary course of its
     business and are upon fair and reasonable terms to it."

     7.  Section  9.18 of the  Credit  Agreement  is hereby  amended  to read as
follows:

          "Section  9.18  Subsidiaries.  The  Borrower  shall not, and shall not
     permit Kinder Morgan G.P. to, create any additional Subsidiaries except for
     Subsidiaries with the following  characteristics:  (i) the Subsidiaries are
     Subsidiaries of Kinder Morgan Energy, (ii) the Borrower is not a partner or
     member of such Subsidiary,  and (iii) if Kinder Morgan G.P. is a partner or
     member of such  Subsidiary its ownership  interest is no greater than 1.2%.
     The Borrower  shall not and shall not permit  Kinder Morgan G.P. to sell or
     to issue any stock or ownership interest of a Subsidiary  (excluding Kinder
     Morgan Energy and its Subsidiaries) except to the Borrower or Kinder Morgan
     G.P."

     8.  Section  9.19 of the  Credit  Agreement  is hereby  amended  to read as
follows:

         "Section 9.19 Negative Pledge  Agreements.  The Borrower shall not, and
     shall not permit Kinder Morgan G.P. to create,  incur,  assume or suffer to
     exist any contract,  agreement or understanding  (other than this Agreement
     and the Security  Instruments)  which in any way prohibits or restricts the
     granting,  conveying,  creation  or  imposition  of any  Lien on any of its
     Property or restricts any  Subsidiary  (excluding  Kinder Morgan 

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     Energy and its  Subsidiaries)  from paying  dividends to the  Borrower,  or
     which  requires  the  consent of or notice to other  Persons in  connection
     therewith.

     9. This  Amendment  shall become binding when the Agent shall have received
counterparts of this Amendment executed by the Borrower and the Lenders and such
other documents as the Agent or its counsel may reasonably request.

     10.  The  parties  hereto  hereby  acknowledge  and agree  that,  except as
specifically  supplemented and amended,  changed or modified hereby,  the Credit
Agreement shall remain in full force and effect in accordance with its terms.

     11. The Borrower  hereby  reaffirms that as of the date of this  Amendment,
the  representations  and warranties  made by the Borrower in Article VII of the
Credit  Agreement  as amended  hereby are true and correct on the date hereof as
though made on and as of the date of this Amendment.

     12. This Amendment shall be governed by, and construed in accordance  with,
the laws of the State of Texas.

     13. This  Amendment  may be executed  in two or more  counterparts,  and it
shall not be necessary that the signatures of all parties hereto be contained on
any one counterpart  hereof;  each counterpart shall be deemed an original,  but
all of which together shall constitute one and the same instrument.  Delivery of
an executed  signature page by facsimile  transmission  shall be as effective as
delivery of a manually executed counterpart hereof.

     14.  THE  CREDIT  AGREEMENT,  THIS  AMENDMENT,  THE NOTES AND THE  SECURITY
INSTRUMENTS  REPRESENT  THE FINAL  AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN OR ORAL AGREEMENTS BETWEEN THE PARTIES.







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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed effective as of the date first above written.

BORROWER:                     KINDER MORGAN, INC.




                              By: /s/ William V. Morgan
                              Name: William V. Morgan
                              Title: Vice Chairman

AGENT AND LENDER:             FIRST UNION NATIONAL BANK



                              By: /s/ David Roberts
                              Name: David Roberts
                              Title: Senior Vice President



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