SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Pro Holding CO (Last) (First) (Middle) 515 SOUTH FLOWER STREET, SUITE 4800 (Street) LOS ANGELES CA 90071 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/10/2006	3. Issuer Name and Ticker or Trading Symbol BreitBurn Energy Partners L.P. [ BBEP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Affiliate	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units representing limited partner interests	15,201,013(1)	I	Sole Owner of Pro LP Corp.(2)
Common Units representing limited partner interests	63,903(1)	I	Sole Owner of Pro GP Corp.(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Pro Holding CO (Last) (First) (Middle) 515 SOUTH FLOWER STREET, SUITE 4800 (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Affiliate

1. Name and Address of Reporting Person* PROVIDENT ENERGY TRUST (Last) (First) (Middle) 515 SOUTH FLOWER STREET, SUITE 4800 (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Affiliate

Explanation of Responses:

1. Pro LP Corp. and Pro GP Corp. are the direct beneficial owners of 15,201,013 and 63,903 common units, respectively.

2. Provident Energy Trust is the 100% owner of Pro Holding Company, which is the sole owner of Pro LP Corp. and Pro GP Corp.

Remarks:

Exhibit List: Joint Filer Information.

	/s/ Randall J. Findlay	10/10/2006
	** 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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