UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
September 28, 2006
via U.S. mail
Mr. Alfredo Garcia
Vice President and Chief Financial Officer
Eagle Rock Energy Partners, L.P.
14950 Heathrow Forest Parkway, Suite 111
Houston, TX 77032
Re: Eagle Rock Energy Partners, L.P.
Amendment No. 3 to Registration Statement on Form S-1
Filed September 12, 2006
File No. 333-134750
Amendment No. 4 to Registration Statement on Form S-1
Filed September 19, 2006
File No. 333-134750
Dear Mr. Garcia:
We have reviewed the amended filings and we have the
following
comments. 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 filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We will issue under separate cover any additional comments
related
to your revised request for confidential treatment.
2. The table at page 22 should indicate that amounts are in
thousands
of dollars. As discussed with counsel by telephone, to the extent
that the forecast at page 54 takes into account historical "risk
management portfolio value changes" as reflected in the table at
page
22, revise to make that clear. If the value changes reflect a
trend,
ensure that the MD&A section discusses them in appropriate detail.
Risk Factors, page 23
3. Refer to recent risk management portfolio value changes /
hedging
losses in an appropriate risk factor. We note the general
reference
to the risk under "Our hedging activities may have a material
adverse
effect" at page 26.
Certain Relationships and Related Party Transactions, page 135
4. Please file as an exhibit the contract with Odyssey Energy
Services, LLC, referenced on page 139. Also discuss in greater
detail the terms of the contract.
* * * * *
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
statement, 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
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a 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 statement.
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 statement. 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 Gary Newberry at (202) 551-3761 or April
Sifford at (202) 551-3684 if you have questions regarding any
accounting issues. Please contact Carmen Moncada-Terry at (202)
551-
3687 or, in her absence, Timothy Levenberg, Special Counsel at
(202)
551-3707 with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: VIA FACSIMILE
Thomas P Mason
Vinson & Elkins LLP
713-615-5320
Mr. Alfredo Garcia
Eagle Rock Energy Partners, L.P.
September 28, 2006
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