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* Eagle Rock Holdings NGP7, LLC (Last) (First) (Middle) 125 E. JOHN CARPENTER FWY. SUITE 600 (Street) IRVING TX 75062 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/15/2011	3. Issuer Name and Ticker or Trading Symbol EAGLE ROCK ENERGY PARTNERS L P [ EROC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	11,230,516	I	See Footnote(1)

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
Warrants	08/15/2010(2)	05/15/2012(2)	Common Units	770,824(3)(4)	$6	D

Explanation of Responses:

1. Eagle Rock Holdings NGP 7, LLC and Eagle Rock Holdings NGP 8, LLC collectively own a majority of the LP interest in Eagle Rock Holdings, L.P. ("Holdings"), which directly owns 11,230,516 common units, and control the general partner of Holdings. Eagle Rock Holdings NGP 7, LLC may be deemed to beneficially own all of the reported securities.

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. Eagle Rock Holdings NGP 7, LLC owns 770,824 warrants to purchase common units.

4. 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 beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

	Eagle Rock Holdings NGP 7, LLC, By its sole member, 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
	** Signature of Reporting Person	Date
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