SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Baker David Dean

(Last)

(First)

(Middle)

C/O BREITBURN ENERGY PARTNERS L.P.

515 S. FLOWER STREET, SUITE 4800

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2008

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
X	Officer (give title below)	Other (specify below)
	VP Reservoir Eng & Centrl Div.

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Performance Units	⁽¹⁾	⁽¹⁾	Common units representing limited partner interests	1,027	⁽²⁾	D
Restricted Units	⁽³⁾	⁽³⁾	Common units representing limited partner interests	1,027	⁽⁴⁾	D

Explanation of Responses:

1. The Performance Units will be settled for cash or an equal number of common units, at the election of the reporting person, on the third anniversary of January 1, 2007.

2. Each Performance Unit is the economic equivalent of one common unit representing a limited partner interest ("common unit") in BBEP and is accompanied by a distribution equivalent right, entitling the holder, immediately prior to settlement of the Performance Unit to an additional number of Performance Units based upon the relationship between the amount of distributions paid on a common unit during the period between the vesting commencement date and the settlement date of the Performance Unit and the market price of the common units prior to the payment of such distributions. On the settlement date, the payment amount will be subject to adjustment by multiplying such payment amount by a factor of 0% to 200% depending on a comparison of the total return on a common unit relative to the total return on the securities of a competitive peer group of companies over a specified period of time.

3. On each of January 1, 2008, January 1, 2009 and January 1, 2010, one third of the Restricted Units will vest and be settled for cash within 60 days.

4. Each Restricted Unit is the economic equivalent of one common unit and is accompanied by a distribution equivalent right, entitling the holder, immediately prior to settlement of the Restricted Unit to an additional number of Restricted Units based upon the relationship between the amount of distributions paid on a common unit during the period between the vesting commencement date and the settlement date of the Restricted Unit and the market price of the common units prior to the payment of such distributions.

Remarks:

Exhibit 24 - Power of Attorney

	/s/Roberta E. Kass, Attorney-in-Fact	02/01/2008
	** 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 5 (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.