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SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Eagle Rock Holdings, L.P. (Last) (First) (Middle) EAGLE ROCK ENERGY PARTNERS, L.P. 1415 LOUISIANA STREET, SUITE 2700 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EAGLE ROCK ENERGY PARTNERS L P [ EROC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/15/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$6	02/15/2011		J(1)			3,066,886	08/15/2010(2)	05/15/2012(2)	Common Units	3,066,886	$0(3)	0	D(8)
Warrants	$6	02/15/2011		J(1)		770,824		08/15/2010(2)	05/15/2012(2)	Common Units	770,824	$0(3)	3,222,319	I(4)(5)(8)	See Footnote(5)
Warrants	$6	02/15/2011		J(1)		1,507,669		08/15/2010(2)	05/15/2012(2)	Common Units	1,507,669	$0(3)	4,729,988	I(4)(6)(8)	See Footnote(6)
Warrants	$6	02/15/2011		J(1)		248,562		08/15/2010(2)	05/15/2012(2)	Common Units	248,562	$0(3)	4,978,550	I(4)(7)(8)	See Footnote(7)

1. Name and Address of Reporting Person* Eagle Rock Holdings, L.P. (Last) (First) (Middle) EAGLE ROCK ENERGY PARTNERS, L.P. 1415 LOUISIANA STREET, SUITE 2700 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Eagle Rock GP, LLC (Last) (First) (Middle) EAGLE ROCK ENERGY PARTNERS, L.P. 1415 LOUISIANA STREET, SUITE 2700 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Montierra Minerals & Production, L.P. (Last) (First) (Middle) 24 GREENWAY PLAZA, SUITE 450 (Street) HOUSTON TX 77046 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Montierra Management LLC (Last) (First) (Middle) 24 GREENWAY PLAZA, SUITE 450 (Street) HOUSTON TX 77046 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Natural Gas Partners VII, L.P. (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY, SUITE 600 (Street) IRVING TX 75062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Natural Gas Partners VIII, L.P. (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY, SUITE 600 (Street) IRVING TX 75062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP Income Management, L.L.C. (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY, SUITE 600 (Street) IRVING TX 75062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pro rata distribution for no consideration by Eagle Rock Holdings, L.P. ("Holdings") to each of its partners of warrants for common units of Eagle Rock Energy Partners, L.P.

2. Warrants are only exercisable on each of August 15, 2010, November 15, 2010, March 15, 2011, May 15, 2011, August 15, 2011, November 15, 2011, March 15, 2012 and May 15, 2012. The warrants are freely tradable until May 15, 2012.

3. Reflects the pro rata distribution for no consideration by Holdings to each of its partners of warrants for common units of Eagle Rock Energy Partners, L.P.

4. Natural Gas Partners VII, L.P. ("NGP VII") and Natural Gas Partners VIII, L.P. ("NGP VIII") collectively indirectly own a majority of the LP interest in Holdings and indirectly control the general partner of Holdings. NGP VII owns a majority of the LP interest in Montierra Minerals & Production, L.P. ("Montierra Minerals") and controls the general partner of Montierra Minerals. NGP VII is the sole member of NGP Income Management, L.L.C.

5. Represents 770,824 warrants received by Eagle Rock Holdings NGP 7, LLC as a result of the pro rata distribution by Holdings to each of its partners. Eagle Rock Holdings NGP 7, LLC is a wholly owned subsidiary of NGP VII.

6. Represents 1,507,669 warrants received by Eagle Rock Holdings NGP 8, LLC as a result of the pro rata distribution by Holdings to each of its partners. Eagle Rock Holdings NGP 8, LLC is a wholly owned subsidiary of NGP VIII.

7. Represents 248,562 warrants received by Montierra Minerals as a result of the pro rata distribution by Eagle Rock Holdings, L.P. to each of its partners. Montierra Management LLC is the general partner of Montierra Minerals.

8. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

	Eagle Rock Holdings, L.P., By its general partner, Eagle Rock GP, L.L.C., By /s/ Kenneth A. Hersh, Kenneth A. Hersh, Manager	02/16/2011
	Eagle Rock GP, L.L.C., By /s/ Kenneth A. Hersh, Kenneth A. Hersh, Manager	02/16/2011
	Montierra Minerals & Production, L.P., By its general partner, Montierra Management LLC, By /s/ Joseph A. Mills, Chief Executive Officer	02/16/2011
	Montierra Management LLC, By /s/ Joseph A. Mills, Chief Executive Officer	02/16/2011
	Natural Gas Partners VII, L.P., By its general partner, G.F.W. Energy VII, L.P., By its general partner, GFW VII, L.L.C., By /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member	02/16/2011
	Natural Gas Partners VIII, L.P., By its general partner, G.F.W. Energy VIII, L.P., By its general partner, GFW VIII, L.L.C., By /s/ Kenneth A. Hersh, Kenneth A. Hersh, Authorized Member	02/16/2011
	NGP Income Management, L.L.C., By /s/ Tony R. Weber, Tony R. Weber, President	02/16/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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