8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

January 28, 2009 (January 22, 2009)

BREITBURN ENERGY PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

Delaware  (State or other jurisdiction of incorporation or organization) 001-33055  (Commission File Number) 74-3169953  (I.R.S. Employer Identification No.)

515 South Flower Street, Suite 4800

Los Angeles, CA 90071

(Address of principal executive office)

(213) 225-5900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On January 27, 2009, BreitBurn Energy Partner L.P. (“BreitBurn”) issued a press release announcing the termination of selected crude oil and natural gas hedge contracts covering a portion of its expected production in 2011 and 2012 and the replacement of them with new hedge contracts for the same 2011 and 2012 volumes.

A copy of the press release is furnished and attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Partnership specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 8.01 Other Events.

On January 22 and 26, 2009, BreitBurn terminated selected crude oil and natural gas hedge contracts covering a portion of its expected production in 2011 and 2012 and replaced  them with new hedge contracts for the same 2011 and 2012 volumes.  The proceeds from the transactions were approximately $45.6 million.  Those proceeds will be used to reduce outstanding borrowings under BreitBurn’s credit facility.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of BreitBurn Energy Partners L.P. dated January 27, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	BREITBURN ENERGY PARTNERS L.P.
	By:	BreitBurn GP, LLC, its general partner
Date:  January 28, 2009	By:		/s/ James G. Jackson
			James G. Jackson
			Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

99.1 Press Release of BreitBurn Energy Partners L.P. dated January 27, 2009.

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EX-99.1

Exhibit 99.1

January 27, 2009

BreitBurn Energy Partners L.P. Elects to Monetize And Rehedge A Portion

Of Its 2011 And 2012 Hedge Portfolio And Reduce Debt

Los Angeles, CA. -- BreitBurn Energy Partners L.P. (NASDAQ: BBEP) announced today that it terminated selected “in-the-money” WTI crude oil and natural gas hedge contracts covering  a portion of its expected production in 2011 and 2012.   Proceeds from the terminated contracts, which had contract prices well in excess of current market levels, were approximately $45.6 million.  Proceeds will be used to reduce borrowings under the Partnership’s credit facility.  Simultaneously, the Partnership re-hedged identical 2011 and 2012 volumes at prevailing market levels.

Hal Washburn, Co-Chief Executive Officer of BreitBurn GP said, “The monetization of these contracts and the resulting reduction in outstanding debt comes at an opportune time for BreitBurn.  We incurred approximately $350 million in debt to fund the repurchase of the Provident-owned BreitBurn common units in June and we executed a significant amount of hedges to facilitate those borrowings.  With the recent decline in commodity prices, we elected to unwind a portion of those hedges and pay down just over $45 million in debt.  Our 2011 and 2012 hedge portfolio remains very strong.  We continue to have 5,603 barrels per day and 5,016 barrels per day hedged in 2011 and 2012, respectively, at average hedge prices of $77.46 and $91.94 per barrel and 41,972 MMBtus per day and 38,257 MMBtus per day hedged in 2011 and 2012, respectively, at average hedge prices of $8.64 and $8.93 per MMBtu.”

A summary of the two monetizations is below.

Contract Periods	Average Daily Volumes	Terminated  Contract Prices	New Contract Prices
WTI Crude Oil:	Bbls/day	Per Bbl	Per Bbl
Jan 2011 – Dec 2012	1,939	$90.00	$63.30
Natural Gas:	MMBtu/day	Per MMBtu	Per MMBtu
Jan 2011 – Mar 2011	1,300	$10.885	$7.370
Apr 2011 – Jun 2011	8,800	$9.700	$6.620
Jul 2011- Sep 2011	8,700	$9.825	$6.810
Oct 2011 – Dec 2011	8,600	$10.190	$7.190
Jan 2012 – Mar 2012	8,500	$10.680	$7.600
Apr 2012 – Jun 2012	8,300	$9.740	$6.770
Jul 2012 – Sep 2012	8,100	$9.860	$6.970
Oct 2012 – Dec 2012	8,000	$10.205	$7.320

About BreitBurn Energy Partners L.P.

BBEP is a publicly-traded independent oil and gas limited partnership focused on the acquisition, exploitation, development and production of oil and gas properties. These producing and non-producing crude oil and natural gas reserves are located in the Antrim Shale in Michigan, the Los Angeles Basin in California, the Wind River and Big Horn Basins in central Wyoming, the Sunniland Trend in Florida, the New Albany Shale in Indiana and Kentucky, and the Permian Basin in West Texas. See www.BreitBurn.com for more information.

Investor Relations Contact:

James G. Jackson

Executive Vice President and Chief Financial Officer

(213) 225-5900 x273

Or

Pierre Hirsch of Ruder Finn/West

(415) 692-3060