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* Quantum Resources A1, LP (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/22/2010	3. Issuer Name and Ticker or Trading Symbol QR Energy, LP [ QRE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity	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	11,297,737(1)	D

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
Common units	(2)	(2)	Common units	7,145,866	$0	D

1. Name and Address of Reporting Person* Quantum Resources A1, LP (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity

1. Name and Address of Reporting Person* Quantum Resources B, LP (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity

1. Name and Address of Reporting Person* Quantum Resources C, LP (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity

1. Name and Address of Reporting Person* QAB Carried WI, LP (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity

1. Name and Address of Reporting Person* QAC Carried WI, LP (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity

1. Name and Address of Reporting Person* Black Diamond Resources, LLC (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Fund Entity

1. Name and Address of Reporting Person* Black Diamond Resources 2, LLC (Last) (First) (Middle) 1401 MCKINNEY STREET SUITE 2400 (Street) HOUSTON TX 77010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) LP of QAB and QAC partnerships

Explanation of Responses:

1. In connection with the Partnership's initial public offering, Quantum Resources A1, LP ("QRA"), Quantum Resources C, LP ("QRC"), QAB Carried WI, LP ("QAB"), QAC Carried WI, LP ("QAC") and Black Diamond Resources, LLC ("Black Diamond," and together with QRA, QRB, QRC, QAB and QAC, collectively, the "Fund Entities") contributed certain oil and natural gas properties to the Partnership in exchange for (i) the Partnership's assumption of approximately $200 million of indebtedness, (ii) a distribution of $300 million, (iii) 11,297,737 common units and (iv) 7,145,866 subordinated units.

2. Each subordinated unit will convert to one common unit at the expiration of the subordination period, which will occur on the later to occur of December 22, 2012 and such as all arrearages of distributions of the minimum quarterly distribution on all common units have been eliminated.

Remarks:

Black Diamond Resources 2, LLC is included in this Form 3, since it is the limited partner of QAB Carried WI, LP and QAC Carried WI, LP, both of which entities being Fund Entities.

	Gregory S. Roden on behalf of Fund Entities and Black Diamond Resources 2, LLC	12/27/2010
	** Signature of Reporting Person	Date
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