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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 7, 2007
EAGLE ROCK ENERGY PARTNERS, L.P.
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(Exact name of Registrant as specified in its charter)
Delaware 001-33016 68-0629883
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(State or other Commission (I.R.S. Employer
jurisdiction of File Number Identification No.)
incorporation or
organization)
16701 Greenspoint Park 77060
Drive, Suite 200 -----
Houston, Texas (Zip Code)
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(Address of principal
executive offices)
(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))
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Item 7.01 Regulation FD Disclosure
On November 7, 2007, the registrant issued a press release announcing that
it will pay a quarterly cash distribution of $0.3675 per unit for the quarter
ended September 30, 2007. On November 14, 2007, the registrant will pay a cash
distribution to all unitholders of record as of the close of business on
November 8, 2007.
A copy of the press release is attached hereto as Exhibit 99.1. In
accordance with General Instruction B.2 of Form 8-K, the information set forth
in this Item 7.01 and in the attached exhibit are deemed to be furnished and
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release of Eagle Rock Energy Partners, L.P. dated
November 7, 2007.
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 7, 2007
By: /s/ Alfredo Garcia
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Alfredo Garcia
Senior Vice President, Corporate Development and
Chief Financial Officer
(Duly Authorized and Principal Financial Officer)
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release of Eagle Rock Energy Partners, L.P. dated
November 7, 2007.