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).

1. Name and Address of Reporting Person* Eagle Rock Holdings, L.P. (Last) (First) (Middle) EAGLE ROCK ENERGY PARTNERS, L.P. 14950 HEATHROW FOREST PARKWAY, SUITE 111 (Street) HOUSTON TX 77032 (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) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/21/2006
	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 representing limited partner interests	11/21/2006		J(1)(2)		1,228,751	D	$17.765	2,230,485	D(1)(2)(3)
Common Units representing limited partner interests	11/21/2006		J(4)		21,803	D	$17.765	417,182	D(5)(3)

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* Eagle Rock Holdings, L.P. (Last) (First) (Middle) EAGLE ROCK ENERGY PARTNERS, L.P. 14950 HEATHROW FOREST PARKWAY, SUITE 111 (Street) HOUSTON TX 77032 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X 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. 14950 HEATHROW FOREST PARKWAY, SUITE 111 (Street) HOUSTON TX 77032 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X 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) EAGLE ROCK ENERGY PARTNERS, L.P. 14950 HEATHROW FOREST PARKWAY, SUITE 111 (Street) HOUSTON TX 77032 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X 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) EAGLE ROCK ENERGY PARTNERS, L.P. 14950 HEATHROW FOREST PARKWAY, SUITE 111 (Street) HOUSTON TX 77032 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HERSH KENNETH A (Last) (First) (Middle) EAGLE ROCK ENERGY PARTNERS, L.P. 14950 HEATHROW FOREST PARKWAY, SUITE 111 (Street) HOUSTON TX 77032 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Eagle Rock Holdings, L.P. ("Holdings") owns a 57.2% LP interest in the Issuer. Eagle Rock GP, LLC is the general partner of Holdings and thus may be deemed to beneficially own all of the reported securities. Natural Gas Partners VII, L.P. and Natural Gas Partners VIII, L.P. (together, the "NGP Funds") collectively own a 98% LP interest in Holdings, and thus may be deemed to beneficially own all of the reported securities. Kenneth A. Hersh is an Authorized Member of the ultimate general partners of the NGP Funds, and thus may also be deemed to beneficailly own all the reported securities. On October 27, 2006, in connection with the Issuer's initial public offering of common units representing limited partner interests, Holdings contributed assets to the Issuer and received 3,459,236 common units and 20,691,495 subordinated units.

2. On November 21, 2006, 1,228,751 common units were redeemed from Holdings in connection with the underwriters' exercise of their option to purchase additional units.

3. 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 owner of the reported securities for purposes of Section 16 or for any other purpose.

4. Upon the closing of the Issuer's IPO, Natural Gas Partners VII, L.P. received 438,985 common units in consideration for units it previously held in a subsidiary of the Issuer, which were acquired in connection with the acquision of Midstream Gas Services, L.P. by the Issuer from a group of private investors, which included Natural Gas Partners VII, L.P. On November 21, 2006, 21,803 common units were redeemed from Natural Gas Partners VII, L.P. in connection with the underwriters' exercise of their option to purchase additional units.

5. These common units are owned directly by Natural Gas Partners VII, L.P. Because Kenneth A. Hersh shares dispositive power over the units held by Natural Gas Partners VII, L.P., he may also be deemed to be the beneficial owner of these units.

	/s/ Kenneth A. Hersh, Director of Eagle Rock GP, LLC, the general partner of Eagle Rock Holdings, L.P.	11/22/2006
	/s/ Kenneth A. Hersh, Director of Eagle Rock GP, LLC	11/22/2006
	/s/ Kenneth A. Hersh, Authorized Member of Natural Gas Partners VII, L.P.	11/22/2006
	/s/ Kenneth A. Hersh, Authorized Member of Natural Gas Partners VIII, L.P.	11/22/2006
	/s/ Kenneth A. Hersh	11/22/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.