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                        K N ENERGY, INC.

      (Formerly Kansas-Nebraska Natural Gas Company, Inc.)

                         ---ooOoo---

                         B Y - L A W S

                  As Amended to March 9, 1999

                    Effective March 9, 1999

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                           ARTICLE I

                            OFFICES

     Section 1.  Offices.  The registered office shall be at 205
                 -------
F Street in the City of Phillipsburg, County of Phillips, State
of Kansas.  The Company's principal executive office shall be at
370 Van Gordon Street, Lakewood, Colorado 80228-8304 (mailing
address:  Post Office Box 281304, Lakewood, Colorado 80228-8304).

     Section 2.  Additional Offices.  The corporation may also
                 ------------------
have offices at such other places both within and without the
State of Kansas as the Board of Directors may from time to time
determine or the business of the corporation may require.



                           ARTICLE II

                    MEETING OF STOCKHOLDERS

     Section 1.  Time and Place.  The annual meeting of the
                 --------------
shareholders for the election of directors and all special

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meetings of shareholders for that or for any other purpose may be
held at such time and place within or without the State of Kansas
as shall be stated in the notice of the meeting, or in a duly
executed waiver of notice thereof.

     Section 2.  Annual Meeting.  The annual meeting of the
                 --------------                
shareholders shall be held each year at a time to be determined
by the Board of Directors, at which meeting the shareholders
shall elect a Board of Directors, and transact such other
business as may be properly brought before the meeting.

     Section 3.  Special Meetings.  Special meetings of the
                 ----------------
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute may be called by the Chairman of the Board,
if any, the President or the Board of Directors, and shall be
called by the President or the Secretary at the request in
writing of a majority of the directors, or at the request in
writing of shareholders owning at least fifty-one percent (51%)
in amount of the shares of the Corporation issued and outstanding
and entitled to vote.  Such request shall state the purpose or
purposes of the proposed meeting.

     Section 4.  Notice.  Written notice of the place, date and
                 ------
hour of any annual or special meeting of shareholders shall be
given personally or by mail to each shareholder entitled to vote
thereat, not less than ten (10) nor more than fifty (50) days
prior to the meeting.

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     The notice shall state in addition, the purpose or purposes
for which the meeting is called, and by, or at whose direction it
is being issued.

     Section 5.  Quorum.  Except as otherwise provided by the
                 ------
Articles of Incorporation, the holders of a majority of the
shares of the Corporation issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall be
necessary to and shall constitute a quorum for the transaction of
business at all meetings of the shareholders.

     If, however, such quorum shall not be present or represented
at any meeting of the shareholders, the shareholders entitled to
vote thereat present in person or represented by proxy shall have
power to adjourn the meeting from time to time, but not for more
than thirty (30) days, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which
might have been transacted at the meeting as originally noticed.

     Section 6.  Voting.  At any meeting of the shareholders
                 ------
every shareholder having the right to vote shall be entitled to
vote in person, or by proxy.  Except as otherwise provided by law
or the Articles of Incorporation, each shareholder of record
shall be entitled, as to each proposal, to one vote for each
share of stock standing in his name on the books of the
Corporation on the date fixed as the record date for the

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determination of its shareholders entitled to vote.  All
elections of directors shall be by written ballot and shall be
determined by a plurality vote, and, except as otherwise provided
by law or the Articles of Incorporation, all other matters shall
be determined by vote of a majority of the shares present or
represented at such meeting and voting on such questions.

     Section 7.  Proxies.  Every proxy must be executed in
                 -------
writing by the shareholder or by his attorney-in-fact.  No proxy
shall be valid after the expiration of eleven (11) months from
the date thereof, unless otherwise provided in the proxy.  Every
proxy shall be revocable at the pleasure of the shareholder
executing it, except in those cases where an irrevocable proxy is
permitted by law.

     Section 8.  Consents.  Whenever by any provision of law or
                 --------
of the Articles of Incorporation, the vote of shareholders at a
meeting thereof is required or permitted to be taken in
connection with any corporate action, the meeting and vote of
shareholders may be dispensed with, if all the shareholders who
would have been entitled to vote upon the action if such meeting
were held, shall consent in writing to such corporate action
being taken.

     Section 9.  Presiding Officer.  Meetings of the shareholders
                 -----------------
shall be presided over by the Chairman of the Board, if any, or
if he is not present, by the President, or, if he is not present,

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by a Vice President or, if neither the Chairman of the Board, the
President nor a Vice President is present, by a chairman to be
chosen at the meeting.  The Secretary of the Company or, if he is
not present, an Assistant Secretary of the Company or, if neither
the Secretary nor an Assistant Secretary is present, a secretary
to be chosen at the meeting, shall act as secretary of the
meeting.

     Section 10.  Notice of Shareholder Business.  At an annual
                  ------------------------------
meeting of shareholders, only such business shall be conducted as
shall have been properly brought before the meeting (a) by or at
the direction of the Board of Directors or (b) by a shareholder
who is a shareholder of record at the time of giving such notice,
who shall be entitled to vote at such meeting and who complies
with the notice procedures set forth in this Section.  For
business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary.  To be timely, a
shareholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, not less
than 40 days prior to the meeting.  A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder
proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at

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the annual meeting, (b) the name and address, as they appear on
the Corporation's books, of the shareholder proposing such
business, (c) the class and number of shares of the Corporation
which are beneficially owned by the shareholder, and (d) any
material interest of the shareholder in such business.
Nothwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section.  The
Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the
provisions of this Section, and if he should so determine, he
shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section, a
shareholder shall also comply with all applicable requirements of
the Securities Exchange Act of 1934, as amended and the rules and
regulations thereunder with respect to the matters set forth in
this Section.



                          ARTICLE III

                           DIRECTORS

     Section 1.  Number and Tenure.  The whole Board of Directors
                 -----------------
of the Corporation shall consist of fifteen members.  The

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directors shall be classified with respect to the time for which
they shall severally hold office by dividing them into three
classes, which were first approved at the annual meeting of
shareholders in 1975; Class I shall consist of three directors
whose initial term of office shall expire in 1994, Class II shall
consist of four directors whose initial term of office shall
expire in 1995, and Class III shall consist of three directors
whose initial term of office shall expire in 1996.  Each director
shall hold office until his successor is duly elected and
qualified or until his resignation in writing has been filed with
the corporation.  At each annual election, the successors of the
class of directors whose terms shall expire that year shall be
elected to hold office for a term of three years, so that the
term of office of one class of directors shall expire in each
year, except where the Board of Directors determines that a newly
elected director shall be elected by the shareholders to fill a
vacancy of a directorship created subsequent to the previous
annual meeting, such director shall be elected to hold office for
the balance of the term of the class of directors of which he is
to be a member, as determined by the Board of Directors, and
until his successor is elected and qualified.

     Section 2.  Vacancies.  A vacancy on the Board of Directors
                 ---------
or a newly created directorship may be filled by a majority of
the remaining directors, though less than a quorum, or by the

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sole director, by election of a new director, who at the time of
his election shall be designated as a member of one of the
classes of directors and shall hold office until the next
election of the class of which he has become a member, unless his
term of office is terminated by death, resignation, or otherwise.

     Section 3.  Resignation, Retirement; Removal.  Any director
                 --------------------------------
may resign at any time.  Any director who experiences a change in
his personal or business circumstances or principal employment
shall immediately tender his resignation as a director of the
Corporation to the Executive Committee of the Board of Directors.
From and after the annual meeting of shareholders held in the
year 2000, any director who is not an employee of the Corporation
shall retire his position as a director at the annual meeting of
the shareholders of the Corporation next occurring after such
director attains the age of 72 years.  The Board of Directors may
by unanimous vote of other directors then in office, remove a
director with or without cause.  The shareholders entitled to
vote for the election of directors may remove a director, with
cause as provided in the Articles of Incorporation.

     Section 4.  Advisory Directors and Directors Emeritus.  The
                 -----------------------------------------
Board of Directors by a vote of a majority of the directors
present and entitled to vote, at any regular or special meeting
at which a quorum is present, may designate such number of
persons as it may from time to time determine, as an "Advisory

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Director" or may designate a former member of the Board as a
"Director Emeritus," if such former member is willing to so
serve.  Each Advisory Director and each Director Emeritus shall
serve, subject to the pleasure of the regular Board of Directors,
until the next succeeding annual meeting of the regular Board of
Directors, following the annual meeting of the stockholders, at
which such regular directors are elected, unless he shall have
resigned.  Each Advisory Director and each Director Emeritus
shall be notified of all regular or special meetings of the
regular Board of Directors, shall be entitled to attend and
participate therein, but shall not be entitled to vote.  Each
Advisory Director and each Director Emeritus shall be reimbursed
for any necessary expenses of attending directors' meetings.

     Section 5.  Nomination of Director Candidates.
                 ---------------------------------
     (a)  Eligibility to Make Nominations.  Nominations of
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candidates for election as directors of the Corporation at any
meeting of shareholders called for election of directors, in
whole or in part (an "Election Meeting"), may be made by the
Board of Directors or by any shareholder who is a shareholder of
record at the time of giving notice, who shall be entitled to
vote at such Election Meeting and who complies with the notice
procedures set forth in this Section.

     (b)  Procedure for Nominations by Shareholders.
          -----------------------------------------
Nominations, other than those made by the Board of Directors,

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shall be made pursuant to timely notice in writing to the
Secretary.  To be timely, shareholder's notice shall be delivered
to or mailed and received at the principal executive offices of
the Corporation not less than 40 days prior to the date of the
Election Meeting.  Such shareholder's notice shall set forth (i)
the name, age, business address and residence address of each
nominee proposed in such notice, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares of
capital stock of the Corporation which are beneficially owned by
each such nominee and (iv) such other information concerning each
such nominee as would be required, under the rules of the SEC, in
a proxy statement soliciting proxies for the election of such
nominees.  Such notice shall include a signed consent to serve as
a director of the Corporation, if elected, of each such nominee.
Such notice shall also set forth as to the shareholder giving the
notice (i) the name and address, as they appear on the Corpora-
tion's books, of such shareholder and (ii) the class and number
of shares of the Corporation which are beneficially owned by such
shareholder.

     (c)  Meeting Procedures.  No person shall be eligible for
          ------------------
election as a director of the Corporation unless nominated in
accordance with the procedures set forth in this Section.  The
Chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in

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accordance with the procedures prescribed by this Section 5, and
if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.

     (d)  Substitution of Nominees.  In the event that a person
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is validly designated as a nominee to the Board and shall
thereafter become unable or unwilling to stand for election to
the Board of Directors, the Board of Directors or the shareholder
who proposed such nominee, as the case may be, may designate a
substitute nominee.

     (e)  Securities Exchange Act of 1934.  Notwithstanding the
          -------------------------------
foregoing provisions of this Section, a shareholder shall also
comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended and the rules and regulations
thereunder with respect to the matters set forth in this Section.


                           ARTICLE IV

               MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.  Place.  The Board of Directors of the
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Corporation may hold meetings, both regular and special, either
within or without the State of Kansas.

     Section 2.  Regular Meetings.  Regular meetings of the Board
                 ----------------
of Directors may be held without notice at such time and at such
place as shall from time to time be determined by the Board.

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     Section 3.  Special Meetings.  Special meetings of the Board
                 ----------------
of Directors may be called by the Chairman of the Board, if any,
or by the President on two days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the Chairman, President or Secretary in like manner and
on like notice on the written request of two directors.

     Section 4.  Quorum.  At all meetings of the Board of
                 ------
Directors a majority of the entire Board shall be necessary to
and constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation.  If a quorum shall
not be present at any meeting of the Board of Directors the
directors present thereat may adjourn the meeting from time to
time until a quorum shall be present.  Notice of such adjournment
shall be given to any directors who  were not present and, unless
announced at the meeting, to the other directors.

     Section 5.  Consents.  Unless otherwise restricted by the
                 --------
Articles of Incorporation or these By-Laws, any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting, if
all members of the Board or of such committee as the case may be,
consent thereto in writing and such written consent is filed with

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the minutes of the Board or committee.  Such consents may be in
counterpart so that each member will have signed a consent, but
all members need not sign the same document.

     Section 6.  Compensation.  Directors, as such, shall not
                 ------------
receive any stated salary for their services, but, by resolution
of the Board of Directors an annual fee, plus a fee and expenses
for attendance at meetings may be allowed, provided that nothing
herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor.

     Section 7.  Presiding Officer.  Meetings of the Board of
                 -----------------
Directors shall be presided over by the Chairman of the Board, if
any, or, if he is not present, by the President or, if he is not
present, by a chairman to be chosen at the meeting.  The
Secretary of the Company, or, if he is not present, an Assistant
Secretary of the Company, or, if neither the Secretary nor an
Assistant Secretary is present, a secretary to be chosen at the
meeting, shall act as secretary of the meeting.



                           ARTICLE V

                    COMMITTEES OF DIRECTORS

     Section 1.  Designation.  The Board of Directors, by
                 -----------
resolution adopted by a majority of the whole Board, may
designate from among its members one or more committees, each

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consisting of two or more directors, each of which, to the extent
provided in such resolution, shall have and may exercise the
powers of the Board of Directors in the business and affairs of
the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it.
     The Board may designate one or more directors as alternate
members of any committee who may replace any absent or
disqualified member at any meeting of the committee.

     Section 2.  Tenure; Reports.  Each such committee shall
                 ---------------
serve at the pleasure of the Board.  It shall keep minutes of its
meetings and report the same to the Board.



                           ARTICLE VI

                      EXECUTIVE COMMITTEE

          Section 1.  Appointment and Authority.  The Board of
                      -------------------------
Directors may by resolution or resolutions passed by a majority
of the whole Board create and designate an Executive Committee
consisting of the officer who is designated as Chief Executive
Officer and two or more other directors of the Company who shall
hold office subject to the pleasure of the Board of Directors,
and the Board shall have the power at any time to remove any of
the members of the Executive Committee and to appoint to the
Committee other directors in lieu of the directors so removed.
The Chief Executive Officer shall serve as Chairman of the

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Executive Committee.  During the intervals between the meetings
of the Board of Directors the Executive Committee shall possess
and may exercise the powers delegated by the Board of Directors,
including the power to authorize the seal of the Company to be
affixed to all papers which may require it, to authorize the
payment of dividends, to authorize the issuance of stock, to
serve as a nominating committee for the Board of Directors and to
approve resolutions necessary for the day-to-day operations of
the Company; provided, however, that the Executive Committee
shall not have power to amend these By-Laws or to fill vacancies
on the Board of Directors or to fill vacancies in, or to change
the membership of, said Committee.  The Executive Committee shall
also have and may exercise all the powers of the Board of
Directors except as aforesaid whenever a quorum of the Board
shall fail to be present at any meeting of the Board.

     Section 2.  Report of Action Taken.  All action of the
                 ----------------------
Executive Committee shall be reported to the Board of Directors
at its meeting next succeeding such action, and shall be subject
to revision and alteration by the Board, provided that no rights
of third parties shall be affected by any such revision or
alteration.  Regular minutes of the proceedings of the Executive
Committee shall be kept in a book provided for that purpose.

     Section 3.  Quorum and Procedure.  A majority of the members
                 --------------------
of the Executive Committee shall be necessary to constitute a

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quorum, and, in every case, an affirmative vote of a majority of
the members shall be necessary for the passage of any
resolution.  It shall fix its own rules of  procedure and shall
meet as provided by such rules or by resolution of the Board, and
it shall also meet at the call of the Chairman or of any two
members of the Committee.  Should the Executive Committee fail to
fix its own rules therefor, the provisions of these By-Laws,
pertaining to the calling of meetings and conduct of business by
the Board of Directors, shall apply as nearly as may be.

     Section 4.  Consent.  Unless otherwise restricted by
                 -------
statute, the Articles of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the
Executive Committee thereof may be taken without a meeting, if a
written consent thereto is signed by each member of the Executive
Committee, and such written consent is filed with the minutes of
proceedings of the Executive Committee.  Such consents may be in
counterpart so that each member will have signed a consent but
all members need not sign the same document.



                          ARTICLE VII

                            NOTICES

     Section 1.  Form; Delivery.  Notices to directors and
                 --------------
shareholders shall be in writing and delivered personally or
mailed to the directors or shareholders at their addresses

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appearing on the books of the Corporation.  Notice by mail shall
be deemed to be given at the time when the same shall be mailed.
Notice to directors may also be given by telegram.

     Section 2.  Waiver.  Whenever any notice is required to be
                 ------
given under the provisions of the statutes or of the Articles of
Incorporation or of these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.  In addition, any shareholder attending a
meeting of shareholders in person or by proxy without protesting
at the beginning of the meeting the lack of notice thereof to
him, and any director attending a meeting of the Board of
Directors without protesting prior to the meeting or at its
commencement such lack of notice shall be conclusively deemed to
have waived notice of such meeting.



                          ARTICLE VIII

                            OFFICERS

     Section 1.  Executive Officers.  The executive officers of
                 ------------------
the Corporation shall be a President and one or more Vice
Presidents, a Secretary, a Treasurer and may include a Chairman
of the Board.

     Section 2.  Designation; Term of Office; Removal.  All
                 ------------------------------------
officers shall be elected by the Board of Directors and shall

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hold office for such term as may be prescribed by the Board or
until their successors are chosen and qualified or until their
resignation is filed in the office of the Secretary, whichever
first occurs.  Any officer elected by the Board may be removed
with or without cause at any time by the Board.

     Section 3.  Authority and Duties.  All officers, as between
                 --------------------
themselves and the Corporation, shall have such authority and
perform such duties in the management of the Corporation as may
be provided in these By-Laws, or, to the extent not so provided,
by the Board of Directors.

     Section 4.  Compensation.  The compensation of all officers
                 ------------
of the Corporation shall be fixed by the Board of Directors and
the compensation of agents shall either be so fixed or shall be
fixed by officers thereunto duly authorized.

     Section 5.  Vacancies.  If an office becomes vacant for any
                 ---------
reason, the Board of Directors shall fill such vacancy.  Any
officer so elected by the Board shall serve only until such time
as the unexpired term of his predecessor shall have expired
unless re-elected or reappointed by the Board.

     Section 6.  The Chairman of the Board.  The Chairman of the
                 -------------------------
Board of Directors, if there be a Chairman, shall preside at all
meetings of the shareholders and directors and shall have such
other powers and duties as may from time to time be assigned by

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the Board including designation as Chief Executive Officer if the
President is not so designated.

     Section 7.  The President.  The President shall be the Chief
                 -------------
Executive Officer of the Corporation unless the Chairman of the
Board is so designated, in which event the President shall be
Chief Operating Officer of the Corporation.  In the absence of
the Chairman of the Board, or if there be no Chairman, he shall
preside at all meetings of the shareholders and directors.  The
Chief Executive Officer, whether the Chairman of the Board or the
President, shall be ex officio a member of all standing
committees, shall have general and active management and control
of the business and affairs of the Corporation subject to the
control of the Board of Directors, and shall see that all orders
and resolutions of the Board are carried into effect.

     Section 8.  Vice Presidents.  The Vice Presidents in the
                 ---------------
order of their seniority or in any other order determined by the
Board, shall in the absence or disability of the President,
perform the duties and exercise the powers of the President, and
shall generally assist the President and perform such other
duties as the Board of Directors or the President shall
prescribe.

     Section 9.  The Secretary.  The Secretary shall attend all
                 -------------
meetings of the Board and all meetings of the shareholders and
record all votes and the minutes of all proceedings in a book to

<PAGE> 20

be kept for that purpose and shall perform like duties for the
standing committees when required.  He shall give, or cause to be
given, notice of all meetings of the shareholders and special
meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall act.  He shall keep
in safe custody the seal of the Corporation and, when authorized
by the Board, affix the same to any instrument requiring it and,
when so affixed, it shall be attested by his signature or by the
signature of the Treasurer or an Assistant Secretary or Assistant
Treasurer.  He shall keep in safe custody the certificate books
and shareholder records and such other books and records as the
Board may direct and shall perform all other duties incident to
the office of the Secretary.

     Section 10.  Assistant Secretaries.  The Assistant
                  ---------------------
Secretaries, if any, in order of their seniority or in any other
order determined by the Board shall, in the absence or disability
of the Secretary, perform the duties and exercise the powers of
the Secretary and shall perform such other duties as the Board of
Directors or the Secretary shall prescribe.

     Section 11.  The Treasurer.  The Treasurer shall have the
                  -------------
custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys and

<PAGE> 21

other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the
Board of Directors.  He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the
President and the Board of Directors at its regular meetings, or
when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the
Corporation.  He shall establish and execute programs for the
provision of the capital required by the Company, including
negotiating the procurement of capital and maintaining the
required financial arrangements.  He shall establish and maintain
an adequate market for the Company's securities and, in
connection therewith, maintain adequate liaison with investment
bankers, financial analysts and shareholders.  He shall maintain
adequate sources for the Company's current borrowings from
commercial banks and other lending institutions.
     He shall maintain banking arrangements to receive, have
custody of and disburse the Company's moneys and securities.  He
shall invest the Company's funds as required and establish and
coordinate policies for investment in pension and other similar
trusts.

     Section 12.  Assistant Treasurers.  The Assistant
                  --------------------
Treasurers, if any, in the order of their seniority or in any

<PAGE> 22

other order determined by the Board, shall in the absence or
disability of the Treasurer, perform the duties and exercise the
power of the Treasurer and shall perform such other duties as the
Board of Directors or the Treasurer shall prescribe.



                           ARTICLE IX

                     CERTIFICATE OF SHARES

     Section 1.  Form; Signature.  The certificates for shares of
                 ---------------
the Corporation shall be in such form as shall be determined by
the Board of Directors and shall be numbered consecutively and
entered in the books of the Corporation as they are issued.  Each
certificate shall exhibit the registered holder's name and the
number and class of shares, and shall be signed by the President
or a Vice President and the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary, and shall bear the
seal of the Corporation or a facsimile thereof.  Where any such
certificate is countersigned by a transfer agent or by a
registrar other than the Corporation, the signature of any such
officer may be a facsimile signature.  In case any officer who
signed, or whose facsimile signature or signatures were placed on
any such certificate shall have ceased to be such  officer before
such certificate is issued, it may nevertheless be issued by the
Corporation with the same effect as if he were such officer at
the date of issue.

<PAGE> 23

     Section 2.  Lost Certificates.  The Board of Directors may
                 -----------------
direct a new share certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost or destroyed, upon the
making of an affidavit of that fact by the person claiming the
certificate to be lost or destroyed.  When authorizing such issue
of a new certificate or certificates, the Board of Directors may,
in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to give the
Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or
destroyed.

     Section 3.  Registration of Transfer.  Upon surrender to the
                 ------------------------
Corporation or any transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it
shall be the duty of the Corporation, or such transfer agent to
issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

     Section 4.  Registered Shareholders.  Except as otherwise
                 -----------------------
provided by law, the Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the

<PAGE> 24

owner of shares to receive dividends or other distributions, and
to vote as such owner, and to hold liable for calls a person
registered on its books as the owner of shares, and shall not be
bound to recognize any equitable or legal claim to or interest in
such share or shares on the part of any other person.

     Section 5.  Record Date.  For the purpose of determining the
                 -----------
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to
or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment
of any dividend or the allotment of any rights, or for the
purpose of any other action affecting the interests of
shareholders, the Board of Directors may fix, in advance,  a
record date.  Such date shall not be more than sixty (60) nor
less than ten (10) days before the date of any such meeting, nor
more than sixty (60) days prior to any other action.

     In each such case, except as otherwise provided by law, only
such persons as shall be shareholders of record on the date so
fixed shall be entitled to notice of, and to vote at, such
meeting and any adjournment thereof, or to express such consent
or dissent, or to receive payment of such dividend, or such
allotment of rights, or otherwise to be recognized as
shareholders for the related purpose, notwithstanding any

<PAGE> 25

registration of transfer of shares on the books of the
Corporation after any such record date so fixed.



ARTICLE X

                       GENERAL PROVISIONS

     Section 1.  Dividends.  Subject to the provisions of the
                 ---------
Articles of Incorporation, if any, dividends upon the outstanding
shares of the Corporation may be declared by the Board of
Directors at any regular or special meeting, pursuant to law and
may be paid in cash, in property, or in shares of the
Corporation.

     Section 2.  Reserves.  Before payment of any dividends,
                 --------
there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall
think conducive to the interest of the Corporation, and the
directors may modify or abolish any such reserve in the manner in
which it was created.

     Section 3.  Annual Statement.  The Board of Directors shall
                 ----------------
present at each annual meeting, and at any special meeting of the
stockholders when called for by vote of the stockholders, a full

<PAGE> 26

and clear statement of the business and condition of the
corporation.

     Section 4.  Instruments Under Seal.  All deeds, bonds,
                 ----------------------
mortgages, contracts, and other instruments requiring a seal may
be signed in the name of the Corporation by the President or by
any other officer authorized to sign such instrument by the
President or the Board of Directors.

     Section 5.  Checks.  All checks or demands for money and
                 ------
notes or other instrument evidencing indebtedness or obligation
of the Corporation shall be signed by such officer or officers or
such other person or persons as the Board of Directors may from
time to time designate.

     Section 6.  Fiscal Year.  The fiscal year of the Corporation
                 -----------
shall begin on the first day of January of each year and shall
end on the thirty-first day of December following.

     Section 7.  Seal.  The corporate seal shall have inscribed
                 ----
thereon the name of the corporation and the words "Corporate
Seal, Kansas 1927."  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                           ARTICLE XI

                           AMENDMENTS

     Section 1.  These By-Laws may be altered or repealed at any
regular meeting of the Board of Directors, or at any special

<PAGE> 27

meeting of the Board of Directors if notice of such alteration or
repeal be contained in the notice of such special meeting.



                         ARTICLE XII

               SPECIAL MANAGEMENT PROVISIONS

     Section 1. General.  The provisions of this Article XII of
                -------
the By-Laws have been adopted by the Board of Directors of the
Corporation pursuant to that certain Agreement of Merger by and
between the Corporation, KNE Acquisition Corporation, a Delaware
corporation, and American Oil and Gas Corporation, a Delaware
corporation dated March 24, 1994 (the "Merger Agreement").
Capitalized terms used in this Article XII not otherwise defined
herein shall have the meaning ascribed to them in the Merger
Agreement.  The provisions of this Article XII shall be effective
from and after the Effective Time notwithstanding any other
provisions of these By-Laws to the contrary.  In the event of a
conflict between the provisions of this Article XII and other
provisions of the By-Laws, the provisions of this Article XII
shall control.

     Section 2.  Cabot Director.  For so long as Cabot
                 --------------
Corporation shall continue to own beneficially (within the
meaning of Rule 13d-3 promulgated by the Securities and Exchange
Commission) 10% or more of the issued and outstanding voting
stock of the Corporation, Cabot Corporation shall have the right

<PAGE> 28

to designate one person to serve as an advisory director of the
Corporation.  In the event beneficial ownership of Cabot
Corporation of the issued and outstanding voting stock of the
Corporation falls below 10% but constitutes more than 5%, the
Board of Directors shall appoint the Cabot Corporation advisory
director as a full director, to serve the then remaining term of
a Class II director.  For so long as Cabot Corporation continues
to own beneficially less than 10% but more than 5% of the issued
and outstanding voting stock of the Corporation, the Board of
Directors shall nominate a Cabot Corporation designee (provided
that such nominee is otherwise qualified as required by these By-
Laws) for election by the Corporation's stockholders as a
director.  The Corporation shall at all times during which Cabot
Corporation shall beneficially own in excess 10% of the issued
and outstanding voting stock of the Corporation, maintain a
vacancy on its Board of Directors for such Cabot designee.

     Section 3.  Vacancies in Certain Offices.  Any vacancy
                 ----------------------------
arising following the Effective Time and prior to the
Corporation's Annual Meeting of Stockholders in 1996, in the
offices of the Chairman of the Board, Vice-Chairman of the Board,
President, Chief Executive Officer or Chief Operating Officer, or
on the Management Committee or the Chairman of the Management
Committee, shall be filled by the Board of Directors upon
recommendation by a Special Nominating Committee of the Board of

<PAGE> 29

Directors.  The Board of Directors shall by majority vote
establish a Special Nominating Committee in the event of a
vacancy in any of the foregoing positions.  The Special
Nominating Committee shall consist of four directors, two of whom
shall be designated by the Board of Directors from the directors
of the Corporation who served as a director prior to the
Effective Time, and two of whom shall be designated by the
directors designated by American Oil and Gas Corporation in the
Merger Agreement.

     Section 4.  Continuation of Retirement Policy.  The
                 ---------------------------------
Corporation shall continue its present retirement policy that
officers of the Corporation (including the Chairman of the Board,
Vice-Chairman of the Board, President and Chief Executive Officer
or Chief Operating Officer) shall be ineligible and cease to
serve as an officer of the Corporation as of the first of the
month coincident with or next following his or her 65th birthday.

     Section 5.  Super-Majority Vote.  For purposes of this
                 -------------------
Article XII, the term "Super-Majority Vote" shall mean the
affirmative vote of at least 12 of a 14-member Board of
Directors; at least 11 of a 13-member Board of Directors; at
least 10 of a 12-member Board of Directors; at least 9 of an 11-
member Board of Directors; or in all other cases, the affirmative
vote of a number of directors equal to at least 85% of the total
number of directors.  A Super-Majority Vote shall be required for

<PAGE> 30

the following actions to be taken by the Board of Directors; (i)
amendment, modification or revocation of any provision of this
Article XII; (ii) amendment, modification or revocation of the
current retirement policy of the Corporation; and (iii) any
increase in the number of members to serve on the Board of
Directors; provided that, no Super-Majority Vote shall be
required for any such action taken by the Board of Directors from
and after the date of the annual stockholders meeting for 1997.
     I hereby certify that the foregoing are the By-Laws of K N
Energy, Inc.  as the same were adopted at the meeting of the
Board of Directors on May 20, 1975, and subsequently amended at
meetings of the Board of Directors on November 20, 1975,
November 8, 1978, August 5, 1983, November 11, 1983, November 16,
1984, January 9, 1988, March 24, 1989, August 10, 1989,
January 20, 1991, November 10, 1993, June 24, 1994, July 13,
1994, April 11, 1996, February 10, 1998, March 9, 1999, and are
still in force and effect on this 9th day of March, 1999.



                               /s/ Martha B. Wyrsch
                              ---------------------
                              Martha B. Wyrsch
                              Secretary