1

 
 




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549




                                  SCHEDULE 13G
                                (Amendment No. 2)



                    Under the Securities Exchange Act of 1934
 




                                K N Energy, Inc.
                                (Name of Issuer)


                          Common Stock, $5.00 par value
                         (Title of Class of Securities)


                              CUSIP No. 482 620 101











Check the following box if a fee is being paid with this statement   [  ]


   2


                                                              Page 2 of 5 pages
                                                              -----------------

SCHEDULE 13G
- ------------

CUSIP No. 482 620 101
- ---------------------

- ----------------------------------------------------------   
(1)  Name of Reporting Person                                 Cabot Corporation
     S.S. or I.R.S. Identification No. of Reporting Person    04-2271897
- ----------------------------------------------------------   
(2)  Check the Appropriate Box if a Member of
     a Group                                                  (a) N/A 
                                                                  ---
                                                              (b) N/A 
                                                                  ---
- ----------------------------------------------------------  
(3)  SEC Use Only
- ----------------------------------------------------------   
(4)  Citizenship or Place of Organization                     Delaware
- ----------------------------------------------------------   
Number of Shares Beneficially   (5) Sole Voting Power         1,990,186
Owned by each Reporting         (6) Shared Voting Power       0
Person With                     (7) Sole Dispositive Power    1,990,186
                                (8) Shared Dispositive Power  0
- ----------------------------------------------------------    
(9)  Aggregate Amount Beneficially Owned by Each
     Reporting Person                                         1,990,186
- ----------------------------------------------------------    
(10) Check if the Aggregate Amount in Row (9)
     Excludes Certain Shares                                  N/A
- ----------------------------------------------------------  
(11) Percent of Class Represented by Amount in Row 9
                                                              4.5%
- ----------------------------------------------------------    
(12) Type of Reporting Person                                 CO
- ----------------------------------------------------------

 
   3


                                                              Page 3 of 5 pages
                                                              -----------------

SCHEDULE 13G
- ------------



Item 1(a).   Name of Issuer:

                           K N Energy, Inc.
 
Item 1(b).   Address of Issuer's Principal Executive Offices:

                           370 Van Gordon Street
                           Lakewood, CO 80228-8304
 
Item 2(a).   Name of Person Filing:

                           Cabot Corporation ("Cabot"),
                           on its own behalf as indirect owner and on
                           behalf of its wholly-owned subsidiary,
                           Cabot Specialty Chemicals, Inc. ("CSCI").
                           Cabot transferred all of its holdings in
                           K N Energy, Inc. to CSCI in 1997.
 
Item 2(b).   Address of Principal Business Office:

                           75 State Street
                           Boston, MA 02109-1806
 
Item 2(c).   Citizenship of Issuer:

                           Kansas
 
Item 2(d).   Title of Class of Securities:

                           Common Stock, $5.00 par value
 
Item 2(e).   CUSIP Number:

                           482620101

Item 3.      If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
             check whether the person filing is a:

                           Not applicable
 
 

   4


                                                              Page 4 of 5 pages
                                                              -----------------
                                                              
Item 4.  Ownership:
         (a)  Amount Beneficially Owned:  See Item 9  (See page 2 above)
         (b)  Percent of Class:           See Item 11 (See page 2 above)

         (c)  Number of shares as to which such person has:
              (i)    sole power to vote or to direct the vote:
              (ii)   shared power to vote or to direct the vote:
              (iii)  sole power to dispose or to direct the
                     disposition of:
              (iv)   shared power to dispose or to direct the
                     disposition of:
                                          For (c), see Items 5-8  (See page 2
                                           above)

Item 5.  Ownership of Five Percent or Less of a Class.

         If this statement is being filed to report the fact that as of the
         date hereof the reporting person has ceased to be beneficial owner of
         more than five percent of the class of securities, check the following
         [X]
 
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

                     Not Applicable
 

Item 7.  Identification and Classification of the Subsidiary which Acquired the 
         Security Being Reported on By the Parent Holding Company.

                     Not Applicable

 
Item 8.  Identification and Classification of Members of the Group.

                     Not Applicable

 
Item 9.  Notice of Dissolution of the Group.

                     Not Applicable


   5


                                                             Page 5 of 5 pages
                                                             -----------------

Item 10.       Certification.

               By signing below I certify that, to the best of my knowledge and
               belief, the securities referred to above were acquired in the
               ordinary course of business and were not acquired for the purpose
               of and do not have the effect of changing or influencing the
               control of the Issuer of such securities and were not acquired in
               connection with or as a participant in any transaction having
               such purposes or effect.


                                    Signature
                                    ---------

               After reasonable inquiry and to the best of my knowledge and
               belief, I certify that the information set forth in this
               statement is true, complete, and correct as of April 10, 1998.


 
                                               Date: April 14, 1998

                                               CABOT CORPORATION

 
                                               By /s/ Kennett F. Burnes
                                                  _________________________
                                                 
                                                  Kennett F. Burnes
                                                  President