Encore Energy Partners SC 13D/A Encore Energy Partners / Vanguard Natural Resources ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

             (Amendment No. 1)

ENCORE ENERGY PARTNERS LP

(Name of Issuer)

COMMON UNITS

(Title of Class of Securities)

29257A 106

(CUSIP Number)

Richard A. Robert

Vanguard Natural Gas, LLC

5847 San Felipe, Suite 3000

Houston, Texas  77057

Phone (832) 327-2260

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

March 24, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the

subject of this schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or

240.13d-1(g), check the following box. o

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	CUSIP No. 29257A 106
1.	Name of Reporting Person.
	Vanguard Natural Resources, LLC
2.	Check The Appropriate Box If a Member of a Group (See Instructions)
	(a) o
	(b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions):			BK OO (see Item 3 below)
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):  o
6.	Citizenship or Place of Organization:                                                                         Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power	20, 924,055
		8.	Shared Voting Power	0
		9.	Sole Dispositive Power	20, 924,055
		10.	Shared Dispositive Power	0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:                                 20, 924,055
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
13.	Percent of Class Represented by Amount in Row (11):                                                   Approximately 46%
14.	Type of Reporting Person (See Instructions):           OO (Limited Liability Company)

1.	Name of Reporting Person.
	Vanguard Natural Gas, LLC
2.	Check The Appropriate Box If a Member of a Group (See Instructions)
		(a) o
		(b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions):				BK OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):o
6.	Citizenship or Place of Organization:                                                                                    Kentucky
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power	20, 924,055
			8.	Shared Voting Power	0
			9.	Sole Dispositive Power	20, 924,055
			10.	Shared Dispositive Power	0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:                                  20, 924,055
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
13.	Percent of Class Represented by Amount in Row (11):                                                      Approximately 46%
14.	Type of Reporting Person (See Instructions):           OO (Limited Liability Company)

Item 1. Security and Issuer

This statement on Schedule 13D relates to common units representing limited partner interests (the “Common Units”) of Encore Energy Partners LP, a Delaware limited partnership (the “Issuer”).  The address of the principal executive offices of the Issuer is 5847 San Felipe, Suite 3000, Houston, Texas 77057.

This Schedule 13D represents Amendment No. 1 to the Schedule 13D (the “Original Schedule 13D”) originally filed with the Commission on January 6, 2011 by Vanguard Natural Resources, LLC (“VNR”) and Vanguard Natural Gas, LLC (“VNG” and, together with VNR, the “Reporting Persons”).

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended to add the following paragraphs:

On March 24, 2011, VNR delivered a formal proposal (the “Proposal”) to the Chairman of the Conflicts Committee (the “Conflicts Committee”) of Encore Energy Partners GP LLC, the general partner of the Issuer, to acquire all of the outstanding common units of the Issuer, for consideration of 0.72 common units of VNR for each outstanding common unit of the Issuer, in a transaction to be structured as a merger of the Issuer with a wholly-owned subsidiary of VNR. The Proposal is subject to customary terms and conditions, including applicable board and special committee approvals and negotiation of a definitive agreement. The Conflicts Committee of the Issuer has not responded to VNR at this time.

While the Proposal remains under consideration or negotiation by the Issuer and its Conflicts Committee, the Reporting Persons may respond to inquiries from the Issuer and its Conflicts Committee or its representatives. Each Reporting Person does not intend to update additional disclosures in its Schedule 13D regarding any other plans or proposals by VNR until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable securities rules and regulations. A copy of the Proposal is filed herewith as Exhibit 12 and is incorporated by reference into this Item 4.

Other than described above, none of the Reporting Persons has any plan or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D, although they reserve the right to formulate such plans or proposals in the future.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended to add the following paragraph:

The information set forth under Item 4 and in Exhibit 12 is incorporated by reference into this Item 6.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description
Exhibit 1	Term Loan, dated November 16, 2010 by and between Vanguard Natural Gas, LLC and BNP Paribas, as administrative agent, and the lenders party thereto, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on November 17, 2010.
Exhibit 2	Second Amended and Restated Credit Agreement dated August 31, 2009, by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party hereto, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on September 1, 2009.
Exhibit 3	First Amendment to Second Amended and Restated Credit Agreement dated October 14, 2009, by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party hereto, incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Vanguard Natural Resources, LLC with the Commission on November 4, 2009.
Exhibit 4	Second Amendment to Second Amended and Restated Credit Agreement, dated June 1, 2010, among Vanguard Natural Gas, LLC, Citibank, N.A., Existing Lenders (as defined therein), and Credit Agricole Corporate and Investment Bank, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on June 4, 2010.
Exhibit 5	Third Amendment to Second Amended and Restated Credit Agreement, dated November 16, 2010 by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party thereto, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on November 17, 2010.
Exhibit 6	Fourth Amendment to Second Amended and Restated Credit Agreement, dated December 31, 2010 by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party thereto, incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on January 3, 2010.
Exhibit 7	Second Amended and Restated Agreement of Limited Partnership of Encore Energy Partners LP, incorporated herein by reference to Exhibit 7 to the Original Schedule 13D filed on December 31, 2010.
Exhibit 8	Amended and Restated Limited Liability Company Agreement of Encore Energy Partners GP LLC, incorporated herein by reference to Exhibit 8 to the Original Schedule 13D filed on December 31, 2010.
Exhibit 9	ENP Interest Security Agreement dated December 31, 2010, by and between Vanguard Natural Gas, LLC and BNP Paribas, as Administrative Agent for the Secured Parties named therein, incorporated herein by reference to Exhibit 9 to the Original Schedule 13D filed on December 31, 2010.
Exhibit 10	ENP Interest Security Agreement dated December 31, 2010, by and between Vanguard Natural Gas, LLC and CitiBank, N.A., as Administrative Agent for the Secured Parties named therein, incorporated herein by reference to Exhibit 10 to the Original Schedule 13D filed on December 31, 2010.
Exhibit 11	Joint Filing Agreement dated June 3, 2010 between Vanguard Natural Resources, LLC. and Vanguard Natural Gas, LLC, incorporated herein by reference to Exhibit 11 to the Original Schedule 13D filed on December 31, 2010.
Exhibit 12*	Proposal Letter from Vanguard Natural Resources, LLC to the Chairman of the Conflicts Committee of the general partner of Encore Energy Partners LP, dated March 24, 2011.

______________________

* Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

VANGUARD NATURAL GAS, LLC BY:     VANGUARD NATURAL RESOURCES, LLC,             its sole member.
By:	/s/ Scott W. Smith
Name:	Scott W. Smith
Title:	President, Chief Executive Officer and Director
VANGUARD NATURAL RESOURCES, LLC
By:	/s/ Scott W. Smith
Name:	Scott W. Smith
Title:	President, Chief Executive Officer and Director

Date:            March 25, 2011

Schedule 1

Listed Persons

(As of December 31, 2010)

Executive Officers of Vanguard Natural Resources, LLC

Scott W. Smith

c/o Vanguard Natural Resources, LLC, 5847 San Felipe, Suite 3000, Houston, Texas 77057

Principal Occupation: President, Chief Executive Officer and Director

Citizenship: USA

Amount Beneficially Owned: 0 Common Units

Richard A. Robert

c/o Vanguard Natural Resources, LLC, 5847 San Felipe, Suite 3000, Houston, Texas 77057

Principal Occupation: Executive Vice President, Chief Financial Officer and Secretary

Citizenship: USA

Amount Beneficially Owned: 0 Common Units

Britt Pence

c/o Vanguard Natural Resources, LLC, 5847 San Felipe, Suite 3000, Houston, Texas 77057

Principal Occupation: Vice President of Engineering

Citizenship: USA

Amount Beneficially Owned: 0 Common Units

Board of Directors of Vanguard Natural Resources, LLC

W. Richard Anderson (Chairman)

c/o Vanguard Natural Resources, LLC, 5847 San Felipe, Suite 3000, Houston, Texas 77057

Principal Occupation: Chief Financial Officer of Eurasia Drilling Company, Ltd GDR (LSE: EDCL)

Citizenship: USA

Amount Beneficially Owned: 0 Common Units

Scott W. Smith

(see above)

Loren Singletary

c/o Vanguard Natural Resources, LLC, 5847 San Felipe, Suite 3000, Houston, Texas 77057

Principal Occupation: Vice President of Global Accounts of National Oilwell Varco.

Citizenship: USA

Amount Beneficially Owned: 0 Common Units

Bruce W. McCullough

c/o Vanguard Natural Resources, LLC, 5847 San Felipe, Suite 3000, Houston, Texas 77057

Principal Occupation: President and Chief Executive Officer of Huntington Energy Corp.

Citizenship: USA

Amount Beneficially Owned: 0 Common Units

John R. McGoldrick

c/o Vanguard Natural Resources, LLC, 5847 San Felipe, Suite 3000, Houston, Texas 77057

Principal Occupation: Executive Chairman of Caza Oil & Gas, Inc.

Citizenship: USA

Amount Beneficially Owned: 0 Common Units

Lasse Wagene

c/o Vanguard Natural Resources, LLC, 5847 San Felipe, Suite 3000, Houston, Texas 77057

Principal Occupation: Managing Director and owner of Arcturus Holdings, LLC

Citizenship: USA

Amount Beneficially Owned: 0 Common Units

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 1	Term Loan, dated November 16, 2010 by and between Vanguard Natural Gas, LLC and BNP Paribas, as administrative agent, and the lenders party thereto, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on November 17, 2010.
Exhibit 2	Second Amended and Restated Credit Agreement dated August 31, 2009, by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party hereto, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on September 1, 2009.
Exhibit 3	First Amendment to Second Amended and Restated Credit Agreement dated October 14, 2009, by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party hereto, incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Vanguard Natural Resources, LLC with the Commission on November 4, 2009.
Exhibit 4	Second Amendment to Second Amended and Restated Credit Agreement, dated June 1, 2010, among Vanguard Natural Gas, LLC, Citibank, N.A., Existing Lenders (as defined therein), and Credit Agricole Corporate and Investment Bank, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on June 4, 2010.
Exhibit 5	Third Amendment to Second Amended and Restated Credit Agreement, dated November 16, 2010 by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party thereto, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on November 17, 2010.
Exhibit 6	Fourth Amendment to Second Amended and Restated Credit Agreement, dated December 31, 2010 by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party thereto, incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on January 3, 2010.
Exhibit 7	Second Amended and Restated Agreement of Limited Partnership of Encore Energy Partners LP, incorporated herein by reference to Exhibit 7 to the Original Schedule 13D filed on December 31, 2010.
Exhibit 8	Amended and Restated Limited Liability Company Agreement of Encore Energy Partners GP LLC, incorporated herein by reference to Exhibit 8 to the Original Schedule 13D filed on December 31, 2010.
Exhibit 9	ENP Interest Security Agreement dated December 31, 2010, by and between Vanguard Natural Gas, LLC and BNP Paribas, as Administrative Agent for the Secured Parties named therein, incorporated herein by reference to Exhibit 9 to the Original Schedule 13D filed on December 31, 2010.
Exhibit 10	ENP Interest Security Agreement dated December 31, 2010, by and between Vanguard Natural Gas, LLC and CitiBank, N.A., as Administrative Agent for the Secured Parties named therein, incorporated herein by reference to Exhibit 10 to the Original Schedule 13D filed on December 31, 2010.
Exhibit 11	Joint Filing Agreement dated June 3, 2010 between Vanguard Natural Resources, LLC. and Vanguard Natural Gas, LLC, incorporated herein by reference to Exhibit 11 to the Original Schedule 13D filed on December 31, 2010.
Exhibit 12*	Proposal Letter from Vanguard Natural Resources, LLC to the Chairman of the Conflicts Committee of Encore Energy Partners LP, dated March 24, 2011.

______________________

* Filed herewith.