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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      August 4, 2006

via U.S. mail

Mr. Halbert S. Washburn
BreitBurn Energy Partners L.P.
515 South Flower Street, Suite 4800
Los Angeles, California 90071

      Re:	BreitBurn Energy Partners L.P.
      	Amendment No. 1 to Form S-1
      	Filed July 13, 2006
      	File No. 333-134049

Dear Mr. Washburn:

      We have reviewed your filing and have the following
comments.
The page references in our comments are to the black-lined copy of
the amendment to the Form
S-1.  Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Update your disclosure generally to provide the most current
information available.  For example, disclose the terms of the
credit
facility once finalized, and disclose whether you would have been
in
compliance with all its ratios and other parameters as of the most
recent practicable date.  Also disclose the currently omitted
percentage of current gross income to which you refer at page 140
under "Partnership Status."
2. We refer you to prior comment 2 and reissue it insofar as you
still need to file a number of documents as exhibits and provide
us
with the sales materials we requested.  In addition, other
exhibits
we would expect to be filed include the compensation agreements
with
executive officers that BreitBurn Management will assume and the
group member and contribution agreements cited in Section 7.1(b)
of
the agreement included as Appendix A.  We may have additional
comments on all such documents, including the opinions of counsel,
once we have had the opportunity to review them.

Cash Distribution Policy and Restrictions on Distributions
3. We reissue prior comment 11.  We have reviewed the information
you
provided supplementally.  By including in your prospectus the
tabular
presentation along with sufficient explanatory text, the reader
should be able to receive a more complete picture of your
expectations.  You also will provide context for your expected
cash
distributions going forward.

Management, page 105
4. Please revise the sketches of Messrs. Williamson and McFarland
to
specify when each held each listed office during the past five
years.
Refer to prior comment 22.
5. Provide additional detail regarding the executive compensation
to
be provided.  Disclose the amounts of salary, bonuses and other
benefits for each executive officer with an employment agreement,
and
explain how and when amounts for other executive officers will be
determined.  Refer to prior comment 23.

Certain Relationships and Related Party Transactions

Distributions and Payments to our General Partner and its
Affiliates,
page 115
6. We note your disclosure of the reimbursement of expenses or
payments to your general partner and its affiliates under the
"Operational Stage."  Please specify whether the reimbursement is
of
actual expenses and payments, and whether there are any additional
fees or other payments that may also be made to these entities in
regard to the operation of the partnership.  Finally, please state
the method for determining the amount of overhead that will be
allocated to the Partnership by Provident.

Conflicts of Interest and Fiduciary Duties, page 117
7. We reissue in part our prior comment 21.  Please state what
happens if the conflicts committee determines that there is a
conflict.

Underwriting, page 163
8. We note your response to prior comment 25.  Please indicate to
us
how the underwriters respond to this comment, rather than
indicating
that your response is based on your "knowledge and belief."

Financial Statements - Pro Forma, page F-2

Note 5 - Oil and Natural Gas Activities, page F-9
9. We note that in response to prior comment 29 you have included
the
additional information related to your oil and natural gas
reserves
in a manner that corresponds with your unaudited pro forma
consolidated financial statements` presentation.  However, it
appears
that the beginning balances of your proved oil reserves are not
mathematically correct, as the historical amount less the retained
operations amount does not equal the partnership pro forma amount.

Financial Statements - BreitBurn Energy Company LP, page F-12

Note 12 - Property Divestments, page F-42
10. The $3.4 million that you indicate as being recorded as "cost
of
uncompleted contract in excess of related billing," does not
appear
to mathematically agree with the corresponding amount presented on
your consolidated balance sheet.

Financial Statements - Nautilus Resources LLC, page F-57

Note 1 - Organization and Summary of Significant Accounting
Policies,
page F-61

Oil and Gas Producing Activities, page F-61
11. We have read your response to prior comment 33, and the
corresponding revisions you made to your disclosures.  However, it
appears that you have not fully complied with the disclosure
requirements of Rule 4-10(c)(7)(ii), regarding the current status
of
significant unproved properties/projects, anticipated timing of
their
inclusion in the amortization calculation, and inclusion of the
three-year tabular presentation of activity and categorization of
costs included in unproved properties.

		Please revise your disclosure to include this
information.
Also specify the amount of future development costs that were
included in the pool of costs subject to amortization; and if
there
were any significant development projects for which costs were
excluded from amortization under Rule 4-10(c)(3)(ii)(B), disclose
the
future development costs associated with such properties excluded
from the amortization computation.

		Please revise the caption on the balance sheet to
specify
whether properties associated with the line item "undeveloped oil
and
gas properties" are proved or unproved.

Engineering Comments

Risk Factors, page 18

Many of our leases are in mature fields that have produced large
quantities of oil and gas to date, page 26
12. We note your statement, "...the primary risk to infill
development drilling is the presence of bypassed hydrocarbons,
which
may inhibit our ability to further find economically recoverable
quantities of oil and gas in these areas."  Per our teleconference
of
August 4, 2006, please expand this disclosure to explain further
this
risk.

Assumptions and Considerations, page 53

Operations and Revenue, page 54
13. We note your disclosure "...we estimate that our total net
production will be 1,705 MBoe for the twelve months ending June
30,
2007."  Please amend this to disclose the production that you
anticipate from California and Wyoming, respectively.
14. Please include here the figures for the average discount to
NYMEX
oil prices for your California and Wyoming properties,
respectively,
per your disclosure on page 92.




Capital Expenditures and Expenses, page 56
15. We note your statement, "The increase in estimated operating
expenses is attributable to an increase in the overall cost of
goods
and services associated with our production activities as well as
our
estimated increase in production. These expenses reflect estimated
increases of $2.2 million for utilities, $0.7 million for labor
and
$0.4 million for well work."  Per our teleconference of August 4,
2006, please reconcile for us the differences between the annual
total operating expense used in your year-end 2005 reserve report
and
that projected for the twelve months ending June 30, 2007.

		The guidance in Financial Accounting Standard 69,
paragraph
30(b), requires these expenditures to be "based on year-end costs
and
assuming continuation of existing economic conditions."  We
believe
that requires all the components of production costs in your
reserve
report to be determined at year-end.

	Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statements, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filings or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statements as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statements.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statements.  Please
allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Don Delaney at 202-551-3863, or in his
absence,
Karl Hiller at 202-551-3686 if you have questions regarding
comments
on the financial statements and related matters.  Please contact
Ron
Winfrey at 202-551-3704 if you have any questions regarding the
engineering comments.   Please contact Donna Levy at (202) 551-
3292,
or in her absence, Timothy Levenberg, Special Counsel, at (202)
551-
3707 with any other questions.


      Sincerely,



	H. Roger Schwall
	Assistant Director



cc:	Alan Baden, Esq.
      D. Delaney
      K. Hiller
      T. Levenberg
      D. Levy
      R. Winfrey




Mr. Halbert Washburn
BreitBurn Energy Partners L.P.
August 4, 2006
Page 6