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
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NEW MOUNTAIN VANTAGE ADVISERS, L.L.C. (Last) (First) (Middle) 787 SEVENTH AVENUE 49TH FLOOR (Street) NEW YORK NY 10019 (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) 01/16/2009
	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
Common Units of Limited Partner Interests	01/16/2009		S		20,000(1)	D	$7.1	5,602,692(3)	I	See Note(5)
Common Units of Limited Partner Interests	01/20/2009		S		30,000(2)	D	$6.98	5,572,692(4)	I	See Note(5)

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

1. Name and Address of Reporting Person* NEW MOUNTAIN VANTAGE ADVISERS, L.L.C. (Last) (First) (Middle) 787 SEVENTH AVENUE 49TH FLOOR (Street) NEW YORK NY 10019 (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* NEW MOUNTAIN VANTAGE GP, L.L.C. (Last) (First) (Middle) 787 SEVENTH AVENUE 49TH FLOOR (Street) NEW YORK NY 10019 (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* NEW MOUNTAIN VANTAGE, L.P. (Last) (First) (Middle) 787 SEVENTH AVENUE 49TH FLOOR (Street) NEW YORK NY 10019 (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* NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P. (Last) (First) (Middle) 787 SEVENTH AVENUE 49TH FLOOR (Street) NEW YORK NY 10019 (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* NEW MOUNTAIN VANTAGE (TEXAS), L.P. (Last) (First) (Middle) 787 SEVENTH AVENUE 49TH FLOOR (Street) NEW YORK NY 10019 (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* NEW MOUNTAIN VANTAGE (CAYMAN), LTD. (Last) (First) (Middle) C/O WALKERS SPV LIMITED PO BOX 908GT, WALKER HOUSE (Street) GEORGE TOWN E9 KY1-9002 (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* NEW MOUNTAIN VANTAGE HOLDCO, LTD. (Last) (First) (Middle) C/O WALKERS SPV LIMITED PO BOX 908GT, WALKER HOUSE (Street) GEORGE TOWN E9 KY1-9002 (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* KLINSKY STEVEN B (Last) (First) (Middle) 787 SEVENTH AVENUE 49TH FLOOR (Street) NEW YORK NY 10019 (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. The securities disposed of were directly owned by New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain Vantage Holdco Ltd. and New Mountain Vantage (Texas), L.P. Each of New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain Vantage Holdco Ltd. and New Mountain Vantage (Texas), L.P. disposed of 3,800, 5,800, 9,300 and 1,100 securities, respectively. New Mountain Vantage (California) II, L.P. did not dispose of any securities.

2. The securities disposed of were directly owned by New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain Vantage Holdco Ltd. and New Mountain Vantage (Texas), L.P. Each of New Mountain Vantage, L.P., New Mountain Vantage (California), L.P., New Mountain Vantage Holdco Ltd. and New Mountain Vantage (Texas), L.P. disposed of 5,800, 8,700, 13,800 and 1,700 securities, respectively. New Mountain Vantage (California) II, L.P. did not dispose of any securities.

3. The reporting persons, together with New Mountain Vantage (California) II, L.P., beneficially owned 5,602,692 Common Units of Limited Partner Interests ("Common Units") following the reported transaction.

4. The reporting persons, together with New Mountain Vantage (California) II, L.P., beneficially own 5,572,692 Common Units following the reported transaction.

5. See Exhibit 99.1 for text of footnote 5.

	See Exhibit 99.2	01/21/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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