THIRD AMENDMENT TO
                           AMENDED AND RESTATED
                    AGREEMENT OF LIMITED PARTNERSHIP OF
          ENRON LIQUIDS PIPELINE OPERATING LIMITED PARTNERSHIP


     THIS  THIRD  AMENDMENT  TO  AMENDED  AND  RESTATED   AGREEMENT  OF  LIMITED
PARTNERSHIP  OF ENRON  LIQUIDS  PIPELINE  OPERATING  LIMITED  PARTNERSHIP  (this
"Amendment"),  dated  effective as of February  14, 1997,  is executed by Kinder
Morgan  G.P.,   Inc.(formerly  Enron  Liquids  Pipeline  Company),   a  Delaware
corporation,  in its capacity as the General Partner (the "General  Partner") of
Enron  Liquids  Pipeline  Operating  Limited  Partnership,  a  Delaware  limited
partnership  (the  "Partnership"),  and  Kinder  Morgan  Energy  Partners,  L.P.
(formerly  known as Enron Liquids  Pipeline,  L.P.), in its capacity as the sole
limited partner of the Partnership (the "Limited Partner").

     The  General  Partner and the Limited  Partner  hereby  desire to cause the
Partnership Agreement to be amended as set forth herein.

                                    AGREEMENT

     NOW THEREFORE, it is agreed as follows:

     1.  Article  One,  Section 1.2 of the  Partnership  Agreement  as presently
constituted is hereby altered by deleting the first sentence of that section and
hereby adding the following sentence it its place:

         The name of the Partnership shall be and the
business of the Partnership shall be conducted under the
name of "Kinder Morgan Operating L.P. 'A'."

         All references to "Enron Liquids Pipeline
Operating Limited Partnership" throughout the Partnership
Agreement are hereby replaced with "Kinder Morgan
Operating L.P. 'A'"

     2. Article Two of the  Partnership  Agreement as presently  constituted  is
hereby altered by deleting the term "ELPC" and the  corresponding  definition in
their entirety, and the following is hereby added to Article Two (in appropriate
alphabetical order):

         "KMGP" means Kinder Morgan G.P., Inc., a Delaware
corporation."

         All  references  to "ELPC"  throughout  the  Partnership  Agreement are
hereby replaced with "KMGP".

         In  addition  the term  "ENGL"  and the  corresponding  definition  are
deleted in their  entirety and the  following is hereby added to Article Two (in
appropriate alphabetical order):


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         "KMNGL" means Kinder Morgan Natural Gas Liquids
Corporation, a Delaware corporation.

         All  references  to "ENGL"  throughout  the  Partnership  Agreement are
hereby replaced with "KMNGL".

     3.  (a) Except as amended hereby, the terms and
provisions of the Partnership Agreement shall remain in
full force and effect.

         (b) This  Amendment  shall be binding  upon and inure to the benefit of
the parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.

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


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                       GENERAL PARTNER:

                           KINDER MORGAN G.P., INC.



                           By: /s/ Thomas B. King
                               Thomas B. King
                               President


                       LIMITED PARTNER:

                           KINDER MORGAN ENERGY PARTNERS, L.P.


                           By:  Kinder Morgan G.P., Inc.,
                                General Partner


                                By: /s/ Thomas B. King
                                    Thomas B. King
                                    President




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