UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q RQuarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934 For the quarterly period ended September 30, 2009 or £Transition Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934 For the transition period from to Commission File Number 001-33055 BreitBurn Energy Partners L.P. (Exact name of registrant as specified in its charter) Delaware 74-3169953 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 515 South Flower Street, Suite 4800 Los Angeles, California 90071 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (825)401-5065 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 Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes þNo £ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for 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): Large accelerated filerþ Accelerated filero Non-accelerated filero (Do not check if a smaller reporting company) Smaller reporting companyo Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £No R As of November 6, 2009, the registrant had 52,784,201Common Units outstanding. INDEX Page No. Cautionary Statement Relevant to Forward-Looking Information 1 Glossary of Oil and Gas Terms; Description of References 2-4 PART I FINANCIAL INFORMATION Item 1. Financial Statements - Unaudited Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2009 and 2008 5 - Unaudited Consolidated Balance Sheets at September 30, 2009 and December 31, 2008 6 - Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008 7 - Notes to Consolidated Financial Statements 8-24 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 25-34 Item 3. Quantitative and Qualitative Disclosures about Market Risk 35-38 Item 4. Controls and Procedures 39 PART II OTHER INFORMATION Item 1. Legal Proceedings 40 Item 1A. Risk Factors 40-43 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 44 Item 3. Defaults Upon Senior Securities 44 Item 4. Submission of Matters to a Vote of Security Holders 44 Item 5. Other Information 44 Item 6. Exhibits 45 46 Exhibit Index 47 CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION Forward-looking statements are included in this report and may be included in other public filings, press releases, our website and oral and written presentations by management.Statements other than historical facts are forward-looking and may be identified by words such as “believes,” “estimates,” “impact,” “future,” “projection,” “forecasts,” “affect,” “restrict,” “result,” “expand,” “pursue,” “engage,” “could,” “will,” variations of such words and words of similar meaning.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 report. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are changes in crude oil and natural gas prices; a significant reduction in the borrowing base under our bank credit facility; the impact of the current economic downturn on our business operations, financial condition and ability to raise capital; our level of indebtedness; the ability of financial counterparties to perform their obligations under existing agreements; delays in planned or expected drilling; the discovery of previously unknown environmental issues; the competitiveness of alternate energy sources or product substitutes; technological developments; the uncertainty related to the litigation instituted by Quicksilver against us; potential disruption or interruption of our 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 “Cautionary Statement Relevant to Forward Looking Information” and Part I—Item 1A. “—Risk Factors’’ of our Annual Report on Form 10-K for the year ended December 31, 2008 (the “Annual Report”), Part II —Item 1A of our Quarterly

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