1
                                  EXHIBIT 28.1



                K N ENERGY, AMERICAN OIL AND GAS COMPLETE MERGER


Lakewood, CO -- K N Energy, Inc. (NYSE-KNE) and American Oil and Gas
Corporation (NYSE-AOG) announced today completion of their merger.
Shareholders of both companies approved merger-related proposals at meetings
held today.

The merger was structured as a tax-free pooling of interests.  Pursuant to the
merger, all outstanding AOG shares were converted into approximately 12.2
million shares of K N Energy common stock, representing approximately 44
percent of the outstanding common stock of K N Energy.  K N Energy will have
approximately 27.6 million shares outstanding after completion of the exchange.
For the year ended December 31, 1993, on a combined basis, the companies had
$1.0 billion in revenues, $125 million in pre-tax cash flows and approximately
$31 million in net income.

K N Energy is a natural gas services company.  These services include gas
reserves development, gas gathering, processing, marketing, storage,
transportation and retail gas distribution services.  AOG is principally a
Texas intrastate gas pipeline company and provides natural gas gathering,
processing, storage, transportation and marketing services for producers and
end-users from an operating base located primarily in West Texas and the Texas
Panhandle.

Larry D. Hall, president and chief executive officer of K N Energy, said, "This
merger combines two complementary companies that are competitively positioned
to meet the needs of customers in the evolving natural gas industry. The two
companies bring together a strong, capable team that we are confident can take
advantage of growth opportunities."

                          OFFICER AND DIRECTOR CHANGES

Effective upon closing of the transaction, Charles W. Battey, previously K N
Energy chairman and chief executive officer, became chairman of the board;
Larry D. Hall, previously K N Energy's president and chief operating officer,
was elected president and chief executive officer; and David M. Carmichael,
previously AOG chairman and chief executive officer, was elected vice chairman
of K N Energy.

Upon closing of the transaction, K N Energy's Board of Directors was increased
from 10 to 14 directors.  The new directors are Edward H. Austin Jr., principal
of Austin, Calvert & Flavin, Inc. a San Antonio, Texas, investment counseling
firm; David M.  Carmichael, newly elected vice chairman of K N Energy and
previously, chairman and chief executive officer of AOG; Edward
   2
Randall, III, private investor; and James C. Taylor, owner and operator, Wytana
Livestock Company, Bozeman, Montana.

In addition, Cabot Corporation, K N Energy's largest shareholder after the
merger with approximately 16 percent of the outstanding common stock, will be
represented at Board of Directors' meetings by a non-voting advisory director,
John G. L. Cabot, Cabot Corporation's vice chairman and chief financial
officer.

                                      END

Release Date:  IMMEDIATE RELEASE, WEDNESDAY, JULY 13, 1994

Contact:                  DICK BUXTON  (303) 763-3472   (KNE)
                          DAVE LOISEAU (303) 763-3494   (KNE)
                          TOM FANNING  (713) 739-2960   (AOG)