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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 15)*

Eagle Rock Energy Partners, L.P.

(Name of Issuer)

Common Units, representing limited partner interests, no par value

(Title of Class of Securities)

26985R 10 4

(CUSIP Number)

Charles C. Boettcher
Eagle Rock Energy Partners, L.P.
1415 Louisiana Street, Suite 2700
Houston, Texas 77002
(281) 408-1200

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 12, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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 control number.


CUSIP No.		26985R 10 4


1	NAMES OF REPORTING PERSONS: EAGLE ROCK HOLDINGS, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	TEXAS

		7	SOLE VOTING POWER:

NUMBER OF			11,230,516(1)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			11,230,516(1)

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	11,230,516(1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	13.2%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

(1) See Schedule A attached to Amendment No. 14 to the Schedule 13D/A filed on February 16, 2011 and Item 5 for additional information.


CUSIP No.		26985R 10 4


1	NAMES OF REPORTING PERSONS: EAGLE ROCK GP, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	TEXAS

		7	SOLE VOTING POWER:

NUMBER OF			11,230,516(1)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			11,230,516(1)

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	11,230,516(1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	13.2%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO (Limited Liability Company)

(1) See Schedule A attached to Amendment No. 14 to the Schedule 13D/A filed on February 16, 2011 and Item 5 for additional information.


CUSIP No.		26985R 10 4


1	NAMES OF REPORTING PERSONS: MONTIERRA MINERALS & PRODUCTION, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	TEXAS

		7	SOLE VOTING POWER:

NUMBER OF			5,314,248(1)(2)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			5,314,248(1)(2)

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	5,314,248(1)(2)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	6.2%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

(1) See Schedule A attached to Amendment No. 14 to the Schedule 13D/A filed on February 16, 2011 and Item 5 for additional information.

(2) Represents (i) 3,967,121 Common Units and (ii) 1,347,127 Common Units issuable upon the exercise of Warrants (see Item 5).


CUSIP No.		26985R 10 4


1	NAMES OF REPORTING PERSONS: MONTIERRA MANAGEMENT LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	TEXAS

		7	SOLE VOTING POWER:

NUMBER OF			5,364,559(1)(2)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			5,364,559(1)(2)

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	5,364,559(1)(2)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	6.3%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO (Limited Liability Company)

(1) See Schedule A attached to Amendment No. 14 to the Schedule 13D/A filed on February 16, 2011 and Item 5 for additional information.

(2) Represents (i) 4,006,522 Common Units and (ii) 1,358,037 Common Units issuable upon the exercise of Warrants (see Item 5).


CUSIP No.		26985R 10 4


1	NAMES OF REPORTING PERSONS: NATURAL GAS PARTNERS VII, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	DELAWARE

		7	SOLE VOTING POWER:

NUMBER OF			3,004,733(2)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			17,435,764(1)(3)

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			3,004,733(2)

WITH		10	SHARED DISPOSITIVE POWER:

			17,435,764(1)(3)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	20,440,497(1)(4)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	24.0%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

(1) See Schedule A attached to Amendment No. 14 to the Schedule 13D/A filed on February 16, 2011 and Item 5 for additional information.

(2) Represents (i) 2,353,115 Common Units and (ii) 651,618 Common Units issuable upon the exercise of Warrants (see Item 5).

(3) Represents (i) 15,291,752 Common Units and (ii) 2,144,012 Common Units issuable upon the exercise of Warrants (see Item 5).

(4) Represents (i) 17,644,867 Common Units and (ii) 2,795,630 Common Units issuable upon the exercise of Warrants (see Item 5).


CUSIP No.		26985R 10 4


1	NAMES OF REPORTING PERSONS: Eagle Rock Holdings NGP 7, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	DELAWARE

		7	SOLE VOTING POWER:

NUMBER OF			770,824(1)(2)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			11,230,516(3)

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			770,824(1)(2)

WITH		10	SHARED DISPOSITIVE POWER:

			11,230,516(3)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	12,001,340(1)(4)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	14.1%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO (Limited Liability Company)

(1) See Schedule A attached to Amendment No. 14 to the Schedule 13D/A filed on February 16, 2011 and Item 5 for additional information.

(2) Represents 770,824 Common Units issuable upon the exercise of Warrants (see Item 5).

(3) Represents 11,230,516 Common Units (see Item 5).

(4) Represents (i) 11,230,516 Common Units and (ii) 770,824 Common Units issuable upon the exercise of Warrants (see Item 5).


CUSIP No.		26985R 10 4


1	NAMES OF REPORTING PERSONS: NATURAL GAS PARTNERS VIII, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	DELAWARE

		7	SOLE VOTING POWER:

NUMBER OF			3,113,708(2)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			12,738,185(1)(3)

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			3,113,708(2)

WITH		10	SHARED DISPOSITIVE POWER:

			12,738,185(1)(3)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	15,851,893(1)(4)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	18.6%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

(1) See Schedule A attached to Amendment No. 14 to the Schedule 13D/A filed on February 16, 2011 and Item 5 for additional information.

(2) Represents (i) 2,438,457 Common Units and (ii) 675,251 Common Units issuable upon the exercise of Warrants (see Item 5).

(3) Represents (i) 11,230,516 Common Units and (ii) 1,507,669 Common Units issuable upon the exercise of Warrants (see Item 5).

(4) Represents (i) 13,668,973 Common Units and (ii) 2,182,920 Common Units issuable upon the exercise of Warrants (see Item 5).


CUSIP No.		26985R 10 4


1	NAMES OF REPORTING PERSONS: NGP INCOME MANAGEMENT, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	TEXAS

		7	SOLE VOTING POWER:

NUMBER OF			69,865(1)(2)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			69,865(1)(2)

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	69,865(1)(2)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0.08%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO (Limited Liability Company)

(1) See Schedule A attached to Amendment No. 14 to the Schedule 13D/A filed on February 16, 2011 and Item 5 for additional information.

(2) Represents (i) 54,714 Common Units and (ii) 15,151 Common Units issuable upon the exercise of Warrants (see Item 5).


CUSIP No.		26985R 10 4


1	NAMES OF REPORTING PERSONS: Eagle Rock Holdings NGP 8, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	DELAWARE

		7	SOLE VOTING POWER:

NUMBER OF			1,507,669(1)(2)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			11,230,516(3)

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,507,669(1)(2)

WITH		10	SHARED DISPOSITIVE POWER:

			11,230,516(3)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	12,738,185(1)(4)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	15.0%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO (Limited Liability Company)

(1) See Schedule A attached to Amendment No. 14 to the Schedule 13D/A filed on February 16, 2011 and Item 5 for additional information.

(2) Represents 1,507,669 Common Units issuable upon the exercise of Warrants (see Item 5).

(3) Represents 11,230,516 Common Units (see Item 5).

(4) Represents (i) 11,230,516 Common Units and (ii) 1,507,669 Common Units issuable upon the exercise of Warrants (see Item 5).


CUSIP No.		26985R 10 4


1	NAMES OF REPORTING PERSONS: KENNETH A. HERSH


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	UNITED STATES OF AMERICA

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			25,061,874(1)(2)

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			25,061,874(1)(2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	25,061,874(1)(2)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	29.4%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

(1) See Schedule A attached to Amendment No. 14 to the Schedule 13D/A filed on February 16, 2011 and Item 5 for additional information.

(2) Represents (i) 20,083,324 Common Units and (ii) 4,978,550 Common Units issuable upon the exercise of Warrants (see Item 5).

TABLE OF CONTENTS


	Item 1. Security and Issuer.
	Item 4. Purpose of Transaction.
	Item 5. Interest in Securities of the Issuer.
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
	Item 7. Material to be filed as Exhibits.
SIGNATURES
Exhibit Index

EXPLANATORY NOTE

This Amendment No. 15 (this “Amendment”) to Schedule 13D/A last filed on February 16, 2011 (the “Schedule 13D/A”) with the Securities and Exchange Commission (the “SEC”) relates to the common units (the “Common Units”) of Eagle Rock Energy Partners, L.P., a Delaware limited partnership (the “Issuer”). The total number of Common Units reported as beneficially owned in the Schedule 13D/A is 25,061,874, which constitutes approximately 29.4% of the total number of Common Units outstanding. The beneficial ownership of the Reporting Persons reported in the Schedule 13D/A are calculated based on (i) the outstanding number of Common Units on March 1, 2011, as reported by the Issuer in its Form 10-K for the year ended December 31, 2010 and filed with the SEC on March 11, 2011, and (ii) the number of Common Units issuable upon exercise of the warrants described in Items 4 and 5 below (the “Warrants”) held by such Reporting Person. The Schedule 13D/A is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment. Unless set forth below, all previous Items of the Schedule 13D/A are unchanged. Capitalized terms used herein which are not defined herein have the meanings set forth in the Schedule 13D/A.

Item 1. Security and Issuer.

This Item 1 shall be deemed to amend and restate Item 1 in its entirety:

This statement on the Schedule 13D/A relates to the Common Units of the Issuer. The principal executive offices of the Issuer are located at 1415 Louisiana Street, Suite 2700, Houston, Texas 77002. The total number of Common Units reported as beneficially owned in this Schedule 13D/A is 25,061,874, which constitutes approximately 29.4% of the total number of Common Units outstanding. The beneficial ownership of the Reporting Persons reported in the Schedule 13D/A are calculated based on (i) the outstanding number of Common Units on March 1, 2011, as reported by the Issuer in its Form 10-K for the year ended December 31, 2010 and filed with the SEC on March 11, 2011, and (ii) the number of Common Units issuable upon exercise of the Warrants held by such Reporting Persons.

Item 4. Purpose of Transaction.

This Item 4 shall be deemed to amend and supplement Item 4 of the Schedule 13D/A:

The Reporting Persons acquired the Common Units and Warrants reported herein solely for investment purposes. Any Reporting Person may make additional purchases or sales of Common Units and/or Warrants either in the open market or in private transactions depending on the Reporting Person’s business, prospects and financial condition, the market for the Common Units and/or Warrants, general economic conditions, stock market conditions and other future developments.

On April 12, 2011, the Issuer announced in a press release that it had entered into a Membership Interest Contribution Agreement, dated as of April 12, 2011, by and among CC Energy II L.L.C. (“CC Energy II”), Crow Creek Energy II L.L.C. (“Crow Creek Energy II”), Crow Creek Operating Company II L.L.C. (collectively with CC Energy II and Crow Creek Energy II, “Crow Creek”), NGP VIII, and the other contributors party thereto (collectively with NGP VIII, the “Contributors”) and the Issuer (the “Contribution Agreement”), pursuant to which the Issuer will acquire all of the outstanding membership interests of CC Energy II, thereby acquiring control of Crow Creek. The transactions contemplated by the Contribution Agreement are expected to close on or about May 3, 2011.

Crow Creek owns oil and natural gas reserves in multiple basins across Oklahoma, Texas and Arkansas. In addition, CC Energy II is a portfolio company of NGP VIII.

Subject to the adjustments described below, the Issuer will acquire Crow Creek for total consideration of approximately $525 million consisting of (i) approximately $15 million in cash, (ii) approximately $303 million aggregate amount of common units representing limited partnership interests in the Issuer and (iii) the Issuer’s assumption of approximately $207 million of indebtedness.

Only NGP VIII and four of the other Contributors will receive common units of the Issuer. The number of common units to be issued to the applicable Contributors will be based upon the volume-weighted average price of the common units for the 20 business days ending on the fifth business day prior to closing (the “VWAP”). The VWAP is subject to floor and ceiling per unit prices of $7.50 and $10.50, respectively; as a result, the number of common units issued is expected to be no more than 40,400,000 and no less than 28,857,143, subject to the effect of purchase price adjustments on the common unit consideration. The consideration is subject to customary purchase price adjustments, including for title and environmental defects. In addition, 10% of the aggregate cash and common unit consideration (approximately $31.8 million at the time of closing) will be placed into escrow to provide recourse for potential violations of representations and warranties and indemnification claims.

The common units issued to NGP VIII will be subject to certain voting restrictions set forth in a Voting Agreement (the “Voting Agreement”) to be executed at the closing of the transactions contemplated by the Contribution Agreement. The Voting Agreement will require, among other things, that all common units acquired by NGP VIII be voted in the same manner as all other outstanding common units of the Issuer, subject to certain exceptions. At the closing of the transactions contemplated by the Contribution Agreement, the Issuer and NGP VIII will also enter into a Registration Rights Agreement (the “Registration Rights Agreement”). The Registration Rights Agreement will grant customary demand and piggyback registration rights to NGP VIII and certain of its affiliates.

The press release is incorporated by reference into this Amendment as Exhibit O and is also incorporated by reference in its entirety into this Item 4. The foregoing summary of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Contribution Agreement, which is incorporated by reference into this Amendment as Exhibit P and is also incorporated by reference in its entirety into this Item 4.

The following shall be deemed to amend and restate Item 4(a)-(i) of the Schedule 13D/A:

(a) In addition to the information set forth above regarding the Contribution Agreement, the information set forth in Item 6 of the Schedule 13D/A is hereby incorporated herein. The Issuer may grant restricted units, phantom units or options to employees and directors of the Issuer and its affiliates pursuant to a long term incentive plan adopted by the general partner of the general partner of the Issuer. The Reporting Persons may acquire Common Units pursuant to such long term incentive plan on the open market, directly from the Issuer, from other reporting persons, or otherwise. In addition, any of the Reporting Persons may from time to time (subject to the requirements of the Issuer’s limited partnership agreement and applicable law) enter into one or more transactions with the Issuer in which the Issuer may acquire assets or interests from such Reporting Person(s) and/or such Reporting Person(s) may acquire additional Issuer securities.

(b) None, except to the extent contemplated by the foregoing.

(d) None.

(e) None.

(f) None.

(g) None, except to the extent contemplated by the foregoing.

(h) None.

(i) None.

(j) Except as described in this Item 4, the Reporting Persons do not have, as of the date of this Amendment, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of this Amendment. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Common Units, Warrants or additional Issuer securities reported as beneficially owned in the Schedule 13D/A (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer (in accordance with the Issuer Partnership Agreement) or to change their intention with respect to any or all of the matters referred to in this Item 4.

Item 5. Interest in Securities of the Issuer.

This Item 5 shall be deemed to amend and restate Item 5 in its entirety:

The percent of class provided for each Reporting Person below is based on the number of Common Units outstanding, which is equal to the total of (i) the 63,889,785 Common Units outstanding as of March 1, 2011 and (ii) the 21,272,442 Common Units issuable upon exercise of the Issuer’s warrants outstanding as of March 1, 2011, in each case, as reported by the Issuer in its Form 10-K for the year ended December 31, 2010 and filed with the SEC on March 11, 2011.


(a)-(b) (i)		Holdings is the sole record owner of, and has the sole power to vote and dispose of 11,230,516 Common Units (13.2%).

(ii)		GP LLC does not directly own any Common Units. Because GP LLC is the general partner of Holdings, GP LLC may be deemed to possess sole voting and dispositive powers with respect to the 11,230,516 Common Units (13.2%) held by Holdings.

(iii)		Montierra is the sole record owner of, and has the sole power to vote and dispose of, 5,314,248 Common Units (6.2%), which includes (i) 3,967,121 Common Units and (ii) 1,347,127 Common Units issuable upon the exercise of Warrants.

(iv)		Montierra Management is the sole record owner of, and has the sole power to vote and dispose of, 50,311 Common Units (0.08%), which includes (i) 39,401 Common Units and (ii) 10,910 Common Units issuable upon the exercise of Warrants. Because Montierra Management is the general partner of Montierra, Montierra Management may be deemed to possess sole voting and dispositive powers with respect to the 5,314,248 Common Units (6.2%) held by Montierra.

(v)		ERH NGP 7 is the sole record owner of, and has the sole power to vote and dispose of, 770,824 Common Units issuable upon the exercise of Warrants (0.9%). ERH NGP 7 and ERH NGP 8 collectively own a majority LP interest in Holdings.

(vi)		NGP Income Management is the sole record owner of, and has the sole power to vote and dispose of, 69,865 Common Units (0.08%), which includes (i) 54,714 Common Units and (ii) 15,151 Common Units issuable upon the exercise of Warrants.

(vii)		NGP VII is the sole record owner of, and has the sole power to vote and dispose of, 3,004,733 Common Units (3.5%), which includes (i) 2,353,115 Common Units and (ii) 651,618 Common Units issuable upon the exercise of Warrants. NGP VII owns a majority LP interest in Montierra. Because NGP VII owns 100% of each of ERH NGP 7 and NGP Income Management, NGP VII may be deemed to possess sole voting and dispositive powers with respect to the 770,824 Common Units issuable upon the exercise of Warrants (0.9%) held by ERH NGP 7 and the 69,865 Common Units (0.08%) held by NGP Income Management.

(viii)		ERH NGP 8 is the sole record owner of, and has the sole power to vote and dispose of, 1,507,669 Common Units issuable upon the exercise of Warrants (1.8%). ERH NGP 8 and ERH NGP 7 collectively own a majority LP interest in Holdings.


(ix)		NGP VIII is the sole record owner of, and has the sole power to vote and dispose of, 3,113,708 Common Units (3.7%), which includes (i) 2,438,457 Common Units and (ii) 675,251 Common Units issuable upon the exercise of Warrants. Because NGP VIII owns 100% of ERH NGP 8, NGP VIII may be deemed to possess sole voting and dispositive powers with respect to the 1,507,669 Common Units issuable upon the exercise of Warrants (1.8%) held by ERH NGP 8.

(x)		Kenneth A. Hersh does not directly own any Common Units. Kenneth A. Hersh is a member of the board of managers of GP LLC, the general partner of Holdings. He is also an Authorized Member of the ultimate general partners of NGP VII and NGP VIII. Thus, Mr. Hersh may be deemed to possess shared voting and dispositive powers with respect to all of the Common Units reported in this Schedule 13D/A.

The above 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 owners of the reported securities for purposes of Section 16 or for any other purpose.

(c) There have been no reportable transactions with respect to the Common Units and the Warrants within the last 60 days by the Reporting Persons except for the acquisition of beneficial ownership of Common Units being reported in this Schedule 13D/A.

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Common Units and the Warrants being reported in this Schedule 13D/A.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

This Item 6 shall be deemed to amend and supplement Item 6:

The information set forth or incorporated by reference in Item 4 is incorporated by reference into this Item 6.

Item 7. Material to be filed as Exhibits.


Exhibit A		Joint Filing Agreement, as amended on February 15, 2011 (filed as Exhibit A to Amendment No. 14 to Schedule 13D/A on February 16, 2011).

Exhibit B		Second Amended and Restated Limited Partnership Agreement of Eagle Rock Energy Partners, L.P. (filed as Exhibit 3.1 to the Issuer’s Form 8-K filed May 25, 2010).

Exhibit C		Registration Rights Agreement between the Issuer and NGP-VII Income Co-Investment (filed as Exhibit C to Amendment No. 2 to the Schedule 13D/A on May 4, 2007).

Exhibit D		Registration Rights Agreement between the Issuer and Montierra (filed as Exhibit D to Amendment No. 2 to the Schedule 13D/A on May 4, 2007).

Exhibit E		Letter from NGP to the Board of Directors of G&P LLC, dated September 17, 2009 (filed as Exhibit E to Amendment No. 6 to the Schedule 13D/A on September 18, 2009).

Exhibit F		Letter from NGP to the Conflicts Committee of the Board of Directors of G&P LLC, dated October 9, 2009 (filed as Exhibit F to Amendment No. 7 to the Schedule 13D/A on October 13, 2009).

Exhibit G		Letter from NGP and Black Stone to the Conflicts Committee of the Board of Directors of G&P LLC, dated November 7, 2009 (filed as Exhibit G to Amendment No. 8 to the Schedule 13D/A on November 9, 2009).


Exhibit H		Press release, dated December 21, 2009, of the Issuer (filed as Exhibit H to Amendment No. 9 to the Schedule 13D/A on December 21, 2009).

Exhibit I		Securities Purchase and Global Transaction Agreement, among Natural Gas Partners VII, L.P., Natural Gas Partners VIII, L.P., Montierra Minerals & Production, L.P., Montierra Management LLC, Eagle Rock Holdings, L.P., Eagle Rock Energy G&P, LLC, Eagle Rock Energy GP, L.P. and the Issuer (filed as Exhibit I to Amendment No. 9 to the Schedule 13D/A on December 21, 2009).

Exhibit J		Press release, dated January 12, 2010, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on January 12, 2010).

Exhibit K		Amended and Restated Securities Purchase and Global Transaction Agreement, among Natural Gas Partners VII, L.P., Natural Gas Partners VIII, L.P., Montierra Minerals & Production, L.P., Montierra Management LLC, Eagle Rock Holdings, L.P., Eagle Rock Energy G&P, LLC, Eagle Rock Energy GP, L.P. and the Issuer (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Issuer on January 12, 2010).

Exhibit L		Press release, dated May 24, 2010, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on May 25, 2010).

Exhibit M		Press release, dated July 30, 2010, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on July 30, 2010).

Exhibit N		Amendment to the Second Amended and Restated Agreement of Limited Partnership of Eagle Rock Energy Partners, L.P. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by the Issuer on July 30, 2010).

Exhibit O		Press release, dated April 12, 2011, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on April 13, 2011).

Exhibit P		Membership Interest Contribution Agreement, among CC Energy II L.L.C., Crow Creek Energy II L.L.C., Crow Creek Operating Company II L.L.C., Natural Gas Partners VIII, L.P., the other contributors party thereto and the Issuer (incorporated by reference to Exhibit 2.1 of the current report on Form 8-K filed by the Issuer on April 13, 2011).

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D/A is true, complete and correct.

Dated: April 13, 2011


	EAGLE ROCK HOLDINGS, L.P. By its general partner, Eagle Rock GP, L.L.C.
	By:	/s/ Kenneth A. Hersh
		Kenneth A. Hersh
		Manager


	EAGLE ROCK GP, L.L.C.
	By:	/s/ Kenneth A. Hersh
		Kenneth A. Hersh
		Manager


	MONTIERRA MINERALS & PRODUCTION, L.P. By its general partner, Montierra Management LLC
	By:	/s/ Joseph A. Mills
		Joseph A. Mills
		Chief Executive Officer


	MONTIERRA MANAGEMENT LLC
	By:	/s/ Joseph A. Mills
		Joseph A. Mills
		Chief Executive Officer


	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


	NATURAL GAS PARTNERS VIII, L.P. By its general partner, G.F.W. Energy VIII, L.P. By its general partner, GFW VIII, L.L.C.
	By:	/s/ Kenneth A. Hersh
		Kenneth A. Hersh
		Authorized Member


	NGP INCOME MANAGEMENT L.L.C.
	By:	/s/ Tony R. Weber
		Tony R. Weber
		President


	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


	EAGLE ROCK HOLDINGS NGP 8, LLC By its sole member, Natural Gas Partners VIII, L.P. By its general partner, G.F.W. Energy VIII, L.P. By its general partner, GFW VIII, L.L.C.
	By:	/s/ Kenneth A. Hersh
		Kenneth A. Hersh
		Authorized Member



	/s/ Kenneth A. Hersh
	Kenneth A. Hersh

Exhibit Index


Exhibit A		Joint Filing Agreement, as amended on February 15, 2011 (filed as Exhibit A to Amendment No. 14 to Schedule 13D/A on February 16, 2011).

Exhibit B		Second Amended and Restated Limited Partnership Agreement of Eagle Rock Energy Partners, L.P. (filed as Exhibit 3.1 to the Issuer’s Form 8-K filed May 25, 2010).

Exhibit C		Registration Rights Agreement between the Issuer and NGP-VII Income Co-Investment (filed as Exhibit C to Amendment No. 2 to the Schedule 13D/A on May 4, 2007).

Exhibit D		Registration Rights Agreement between the Issuer and Montierra (filed as Exhibit D to Amendment No. 2 to the Schedule 13D/A on May 4, 2007).

Exhibit E		Letter from NGP to the Board of Directors of G&P LLC, dated September 17, 2009 (filed as Exhibit E to Amendment No. 6 to the Schedule 13D/A on September 18, 2009).

Exhibit F		Letter from NGP to the Conflicts Committee of the Board of Directors of G&P LLC, dated October 9, 2009 (filed as Exhibit F to Amendment No. 7 to the Schedule 13D/A on October 13, 2009).

Exhibit G		Letter from NGP and Black Stone to the Conflicts Committee of the Board of Directors of G&P LLC, dated November 7, 2009 (filed as Exhibit G to Amendment No. 8 to the Schedule 13D/A on November 9, 2009).

Exhibit H		Press release, dated December 21, 2009, of the Issuer (filed as Exhibit H to Amendment No. 9 to the Schedule 13D/A on December 21, 2009).

Exhibit I		Securities Purchase and Global Transaction Agreement, among Natural Gas Partners VII, L.P., Natural Gas Partners VIII, L.P., Montierra Minerals & Production, L.P., Montierra Management LLC, Eagle Rock Holdings, L.P., Eagle Rock Energy G&P, LLC, Eagle Rock Energy GP, L.P. and the Issuer (filed as Exhibit I to Amendment No. 9 to the Schedule 13D/A on December 21, 2009).

Exhibit J		Press release, dated January 12, 2010, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on January 12, 2010).

Exhibit K		Amended and Restated Securities Purchase and Global Transaction Agreement, among Natural Gas Partners VII, L.P., Natural Gas Partners VIII, L.P., Montierra Minerals & Production, L.P., Montierra Management LLC, Eagle Rock Holdings, L.P., Eagle Rock Energy G&P, LLC, Eagle Rock Energy GP, L.P. and the Issuer (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed by the Issuer on January 12, 2010).

Exhibit L		Press release, dated May 24, 2010, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on May 25, 2010).

Exhibit M		Press release, dated July 30, 2010, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on July 30, 2010).

Exhibit N		Amendment to the Second Amended and Restated Agreement of Limited Partnership of Eagle Rock Energy Partners, L.P. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by the Issuer on July 30, 2010).

Exhibit O		Press release, dated April 12, 2011, of the Issuer (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed by the Issuer on April 13, 2011).


Exhibit P		Membership Interest Contribution Agreement, among CC Energy II L.L.C., Crow Creek Energy II L.L.C., Crow Creek Operating Company II L.L.C., Natural Gas Partners VIII, L.P., the other contributors party thereto and the Issuer (incorporated by reference to Exhibit 2.1 of the current report on Form 8-K filed by the Issuer on April 13, 2011).

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