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)
                                November 1, 2007



                         BREITBURN ENERGY PARTNERS L.P.
             (Exact name of Registrant as specified in its charter)


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

                       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:

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

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

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

|_|  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 November 1, 2007, the Partnership issued a press release announcing the
completion of its acquisition of certain assets and equity interests in certain
entities from Quicksilver Resources Inc. in exchange for $750,000,000 in cash
and 21,347,972 common units representing limited partner interests. A copy of
the press release is furnished and attached as Exhibit 99.1 hereto 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 9.01  Financial Statements and Exhibits.

    (d) Exhibits.

 99.1     Press Release of BreitBurn Energy Partners L.P., dated
          November 1, 2007






                                   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: November 1, 2007                   By: /s/ Halbert S. Washburn
                                             ----------------------------------
                                             Halbert S. Washburn
                                             Co-Chief Executive Officer






                                  EXHIBIT INDEX


 99.1     Press Release of BreitBurn Energy Partners L.P., dated
          November 1, 2007

EX-99.1

                                                                    Exhibit 99.1

                    BreitBurn Energy Partners L.P.
   Completes $1.474 Billion Acquisition of Assets from Quicksilver
                              Resources


    LOS ANGELES--(BUSINESS WIRE)--Nov. 1, 2007--BreitBurn Energy
Partners L.P. (NASDAQ:BBEP) announced today that it has completed the
purchase of all of the natural gas, oil and midstream assets of
Quicksilver Resources Inc. (NYSE:KWK) in Michigan, Indiana and
Kentucky in exchange for $750 million in cash and approximately 21.348
million common units of BreitBurn Energy Partners L.P. The purchase
was made pursuant to a Contribution Agreement with Quicksilver
previously announced on September 12, 2007. The total consideration is
subject to customary post-closing adjustments.

    Highlights of the acquisition, after adjustments for preferential
right exercises and other ordinary course land activities, include:
Over 5,000 gross producing wells; Gross and net acreage of over
900,000 and 500,000, respectively; Substantial number of low risk
development opportunities; Immediately accretive to 2008 distributable
cash flow per unit; Estimated current daily production of
approximately 72 million cubic feet of gas equivalents as of October
31, 2007; Commodity hedges for approximately 80% of PDP production for
3 years beginning January 1, 2008; Approximate 19 year reserve life;
and Integrated midstream assets. With this acquisition, natural gas
accounts for approximately 60% of BreitBurn's total estimated proved
reserves, up from 2% prior to the transaction. BreitBurn intends to
issue 2008 guidance before year-end and notes that its earlier
guidance (issued August 14, 2007) for 2007 was prepared prior to the
acquisition from Quicksilver and is no longer current or applicable.

    About BreitBurn Energy Partners L.P.

    BreitBurn Energy Partners L.P. is an independent oil and gas
limited partnership, formed in 2006 by a subsidiary of Provident
Energy Trust, focused on the acquisition, exploitation and development
of oil and gas properties. BreitBurn's assets consist primarily of
producing and non-producing crude oil and natural gas reserves located
in the Los Angeles Basin in California, the Wind River and Big Horn
Basins in central Wyoming, the Permian Basin in West Texas, the
Sunniland Trend in Florida, and the Antrim Shale in Michigan and the
New Albany Shale in Indiana and Kentucky. Visit BreitBurn online at
www.BreitBurn.com

    Cautionary Statement Relevant to Forward - Looking Information for
the Purpose of "Safe Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995

    This press release contains forward-looking statements relating to
BreitBurn's operations that are based on management's current
expectations, estimates and projections about its operations. Words
such as "anticipates," "expects," "intends," "plans," "targets,"
"projects," "believes," "seeks," "schedules," "estimates,"
"opportunities", "recommends," "will recommend" and similar
expressions are intended to identify such forward-looking statements.
These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and other factors, some of
which are beyond our control and are difficult to predict. Therefore,
actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements. The reader
should not place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. Unless legally
required, BreitBurn undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.

    Among the important factors that could cause actual results to
differ materially from those in the forward-looking statements are
crude oil and natural gas prices; the competitiveness of alternate
energy sources or product substitutes; technological developments;
delays in planned or expected drilling and development programs; the
future performance of the properties acquired from Quicksilver
Resources Inc.; potential disruption or interruption of BreitBurn's
net production due to accidents or severe weather; the effects of
changed accounting rules under generally accepted accounting
principles promulgated by rule-setting bodies; and the factors set
forth under the heading "Risk Factors" incorporated by reference from
our Annual Report on Form 10-K for the year ended December 31, 2006,
Quarterly Report on Form 10-Q for the quarters ended March 31, 2007
and June 30, 2007 and other filings with the Securities and Exchange
Commission. Unpredictable or unknown factors not discussed herein also
could have material adverse effects on forward-looking statements.



    CONTACT: BreitBurn Energy Partners L.P.
             Investor Relations:
             James G. Jackson, 213-225-5900 x273
             Executive Vice President and Chief Financial Officer
             or
             Kalt Rosen Group/Ruder Finn/West
             Pierre Hirsch, 415-692-3060