UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
Date of Report (date of earliest event reported): November 15, 2006
Commission File No. 001-33016
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EAGLE ROCK ENERGY PARTNERS, L.P.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 68-0629883
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
14950 Heathrow Forest Parkway, Suite 111
Houston, Texas 77032
(Address of principal executive offices, including zip code)
(832) 327-8000
(Registrant's telephone number, including area code)
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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))
Item 2.02 Results of Operations and Financial Condition.
A press release issued by Eagle Rock Energy Partners, L.P. on November
15, 2006, regarding financial results for the quarter ended September 30, 2006,
is attached hereto as Exhibit 99.1, and that press release including the
Financial Highlight table included therein is incorporated herein by reference.
The information presented herein, including the table, 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 (furnished herewith):
Exhibit Index
Exhibit
Number Description
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99.1 Press release of Eagle Rock Energy Partners,
L.P., dated November 15, 2006, reporting
third quarter 2006 results.
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.
Date: November 15, 2006
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
By: /s/ Richard W. FitzGerald
Richard W. FitzGerald
Senior Vice President, Chief Financial
Officer and Treasurer
(Duly Authorized and Principal Financial
Officer)
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