filing

BREITBURNENERGYPARTNERSL.P.

FORM10-Q

(QuarterlyReport)

Filed08/10/09forthePeriodEnding06/30/09

Address515SOUTHFLOWERSTREET,SUITE4800 LOSANGELES,CA90071 Telephone(213)225-5900 CIK0001357371 SymbolBBEP SICCode1311-CrudePetroleumandNaturalGas IndustryOil&Gas-Integrated SectorEnergy FiscalYear04/09 

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

R

Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934For the quarterly period ended June 30, 2009or

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Transition Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934For the transition period from ___ to ___Commission File Number 001-33055

BreitBurn Energy Partners L.P.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (213) 225-5900

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes

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No £Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive DataFile required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the registrant was required to submit and post such files). Yes £ No £ (not yet applicable to registrant)Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes £ No RAs of August 10, 2009, the registrant had 52,770,011 Common Units outstanding.

Delaware 74-3169953

(State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number)

515 South Flower Street, Suite 4800Los Angeles, California 90071

(Address of principal executive offices) (Zip Code)

Large accelerated filer

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Accelerated filer

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Non-accelerated filer

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(Do not check if a smaller reporting company)Smaller reporting company

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INDEXPageNo.

Cautionary Statement Relevant to Forward-Looking Information1Glossary of Oil and Gas Terms; Description of References2-4

PART IFINANCIAL INFORMATION

Item 1. Financial Statements-Unaudited Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2009 and20085-Unaudited Consolidated Balance Sheets at June 30, 2009 and December 31, 20086-Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 20087-Notes to Consolidated Financial Statements8-25Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations26-34Item 3. Quantitative and Qualitative Disclosures about Market Risk 35-38Item 4. Controls and Procedures39

PART IIOTHER INFORMATION

Item 1. Legal Proceedings40Item 1A. Risk Factors40-43Item 2. Unregistered Sales of Equity Securities and Use of Proceeds43Item 3. Defaults Upon Senior Securities43Item 4. Submission of Matters to a Vote of Security Holders43Item 5. Other Information43Item 6. Exhibits44Signatures45Exhibit Index46