UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K/A
_________________________
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2008
EAGLE ROCK ENERGY PARTNERS, L.P.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-33016 | 68-0629883 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
16701 Greenspoint Park Drive, Suite 200
Houston, Texas 77060
(Address of principal executive offices, including zip code)
(281) 408-1200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This Amendment No. 1 on Form 8-K/A amends the current report on Form 8-K of Eagle Rock Energy Partners, L.P., which was filed on November 5, 2008, to include supplemental information for the quarter ended September 30, 2008. This Form 8-K/A should be read with the original Form 8-K.
Item 2.02 Results of Operations and Financial Condition.
Eagle Rock Energy Partners, L.P. issued a press release on November 5, 2008 supplementing its press release dated November 4, 2008, which reported financial results for the third quarter ended September 30, 2008. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information presented herein, including Exhibit 99.1, is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Eagle Rock Energy Partners, L.P. filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
| 99.1 | Press Release of Eagle Rock Energy Partners, L.P. dated November 5, 2008. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
EAGLE ROCK ENERGY PARTNERS, L.P.
| By: | Eagle Rock Energy GP, L.P., its general partner |
| By: | Eagle Rock Energy G&P, LLC, its general partner |
| Date: November 5, 2008 | By: | /s/ Joseph A. Mills |
| Joseph A. Mills |
| Chief Executive Officer |
| INDEX TO EXHIBITS |
Exhibit No. Description
| 99.1 | Press Release of Eagle Rock Energy Partners, L.P. dated November 5, 2008. |